      .                                                                                                                                                                    .                                      .

                .                                .                    . .        .           .    . .  .        . .               .             .   .                                                                                  .                                   

  .             .                .                     .                    

  

                           .          .   .      .                                  .                  .           .                   .                            .                         .           .                                      .          

.                   .                 .        .              .    .  .    .  .  .    .                .                            .        .      .    .  .                  .    .  .                              .          .  

 .                                                                                                                                                                                                                      

          .      .       .                .                   .                                             

.                                                                                                                                                                                                                                    

                     

.                       .       

                     .                                      

                                  .               .       .          .          . .  No broker, dealer, salespersoo or other person has been authorized by the Infrastructure Bank, the Academy Museum Foundation or the Underwriter to give any information or to malce any representations other than those contained in this Official Statement in connection with the offering made hereby and, if given or made, such information or representations must not be relied upon as having been authorized by any of the foregoing. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the 2015 Bonds, in any jurisdiction to any person to whom it is unlawful to make such offer, solicitation or sale. This Official Statement is not to be construed as a contract with the purchasers of the 2015 Bonds. Statements in this Official Statement which involve estimates, forecasts or matters of opinion whether or not expressly so described herein, are intended solely as such and are not to be construed as representations of fact The information contained in this Official Statement has been obtained from the Obligated Group Members and other sources which are believed to be reliable. The information and expressions of opinion contained in this Official Statement are subject to change without notice and neither the delivery of this Official Statement nor any sale made by means hereof shall, under any circumstances, create any implication that there have not been changes in the affairs of the Infrastructure Bank or the Obligated Group Members since the date of this Official Statement CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING STATEMENTS IN TillS OFFICIAL STATEMENT Certain statements included or incorporated by reference in this Official Statement constitute "forward-looking statements." Such statements are generally identifiable by the terminology used such as "plan," "expect," "estimate," "budget" or other similar words. The achievement of certain results or other expectations contained in such forward-looking statements involve risks, uncertainties and other factors that may cause actual results, performance or achievements described to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Neither the Infrastructure Bank nor the Obligated Group Members plan to issue any updates or revisions to those forward-looking statements if or when the expectations or events, conditions or circumstances on which such statements are based occur. Such forward-looking statements involve certain risks. See "FORWARD­ LOOKING STATEMENTS."

In connection with the offering of the 2015 Bonds, the Underwriter may overallot or effect transactions which stabilize or maintain the market price of the 2015 Bonds at levels above those which might otherwise prevail in the open market. Such stabilizing, if commenced, may be discontinued at any time.

The 2015 Bonds have not been registered with the Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended, in reliance upon an exemption contained in such act The Bond Indenture has not been qualified under the Trust Indenture Act of 1939, as amended, in reliance upon an exemption contained in such act

The 2015 Bonds have not been approved or disapproved by the SEC or by the securities commission or any regulatory authority of any state, nor has the SEC or any state securities commission or regulatory authority passed upon or endorsed the merits of this offering or the accuracy or the adequacy of this Official Statement.

The information set forth herein under the captions 'TilE INFRASTRUCTURE BANK" and "ABSENCE OF MATERIAL LITIGATION- The Infrastructure Bank" has been furnished by the Infrastructure Bank. Such information is believed to be reliable but is not guaranteed as to accuracy or completeness and is not to be construed as a representation by the Academy Museum Foundation. The authorization of the Infrastructure Bank of the distribution of this Official Statement shall not be construed as a representation that the Infrastructure Bank has reviewed or approved the accuracy or completeness of this Official Statement other than the information under the captions 'TilE INFRASTRUCTURE BANK" and "ABSENCE OF MATERIAL LITIGATION- The Infrastructure Bank." The information concerning DTC and DTC's book-entry system set forth in APPENDIX F- "BOOK-ENTRY ONLY SYSTEM'' has been furnished by DTC. Such information is believed to be reliable but is not guaranteed as to accuracy or coropleteness and is not to be construed as a representation by the Infrastructure Bank, the Academy Museum Foundation or the Underwriter. All other information set forth herein has been obtained from the Academy Museum Foundation and other sources that are believed to be reliable, but such information is not guaranteed as to accuracy or completeness and is not to be construed as a representation by the Infrastructure Bank or the Underwriter. The information and expressions of opinion herein are subject to change without notice, and neither the delivery of this Official Statement nor any sale of the 2015 Bonds made hereunder shall create under any circumstances any indication that there has been no change in the affairs of the Infrastructure Bank, the Obligated Group Members, DTC or any other person or entity since the date hereof.

The Underwriter has provided the following sentence for inclusion in this Official Statement. The Underwriter has reviewed the information in this Official Statement in accordance with and as part of its responsibility to investors under the federal securities laws as applied to the filets and circumstances of this transaction, but the Underwriter does not guarantee the accuracy or completeness of such information.

Statements in this Official Statement are made as of the date hereof and neither the delivery of this Official Statement at any time, nor any sales hereunder, shall under any circumstances create an implication that the information contained herein is correct as of any time subsequent to the date hereof.

The references to Internet websites in this Official Statement are shown for reference and convenience only; unless explicitly stated to the contrary, the information contained within the websites and any links contained within those websites are not incorporated herein by reference and do not constitute part of this Official Statement      TABLE OF CONTENTS

Page

INTRODUCTION ...... ! Authority for the 2015 Bonds ...... I Purpose of the 2015 Bonds ...... ! The Obligated Group ...... 2 Series 20 15A Bonds...... 2 Series 20 15B Bonds ...... 2 Security for the 2015 Bonds ...... 3 Remarketing Agent and Tender Agent for 2015B Bonds ...... 4 Certain Information Related to lbis Official Statement ...... 5 THE INFRASTRUCTURE BANK ...... 5 THE ACADEMY MUSEUM ...... 5 PLAN OF FINANCE AND REFUNDING ...... 6 ESTIMATED SOURCES AND USES OF FUNDS ...... 7 DEBT SERVICE SCHEDULE FOR THE 2015A BONDS ...... 8 THE 2015A BONDS ...... 9 THE 2015B BONDS ...... 9 General...... 9 Interest Rates and Interest Payment Dates ...... 9 Mandatory Tender for Purchase of 2015B Bonds ...... I 0 Delayed Remarketing Period for 20 15B Bonds...... II Change ofMode of2015B Bonds ...... 12 Additional Bonds Issued Under the Bond Indenture ...... 12 BOOK-ENTRY ONLY SYSTEM ...... l2 REDEMPTION OF THE 2015 BONDS ...... 13 Redemption of the 2015A Bonds ...... 13 Redemption of the 2015B Bonds ...... 14 General Redemption Terms for the 2015 Bonds ...... 15 SECURITY FOR THE BONDS ...... 16 General...... l6 Bond Indenture ...... 16 Loan Agreement ...... 17 The Obligations...... 17 No Credit Facility or Liquidity Facility ...... 19 Existing Debt of the Obligated Group ...... 19 Additional Bonds and Indebtedness ...... 20 CERTAIN INVESTMENT CONSIDERATIONS ...... 20 General...... 21 Decrease in Revenue from the Oscars® ...... 21 Delays in Construction and Construction Risks ...... 21 No Academy Museum Foundation Obligation to Purchase 2015B Bonds on Scheduled Mandatory Tender Date ...... 22 The 2015 Bonds are Limited Obligations of the Infrastructure Bank...... 22 General Risks of Debt and Future Debt ...... 22 Investment of Funds Risk ...... 23 Fundraising ...... 23 Claims and Insurance Coverage ...... 23 Natural Disasters ...... 24 Corupetition ...... 24 Tax-Exempt Status ...... 24

i No Reserve Fund ...... 25 Bankruptcy and Enforcement of Rights and Remedies ...... 25 FORWARD-LOOKING STATEMENTS ...... 26 TAX MATTERS ...... 26 Opinion of Bond Counsel ...... 26 Certain Ongoing Federal Tax Requirements and Covenants ...... 27 Certain Collateral Federal Tax Consequences ...... 27 Original Issue Discount ...... 27 Bond Premium ...... 28 Information Reporting and Backup Withholding ...... 28 Miscellaneous ...... 29 ABSENCE OF MATERIAL LITIGATION ...... 29 The Infrastructure Bank ...... 29 The Obligated Group Members, including the Academy Museum Foundation ...... 29 UNDERWRITING ...... 29 APPROVAL OF LEGALIT¥...... 30 RATING ...... 30 CONTINUING DISCLOSURE ...... 31 CERTAIN RELATIONSHIPS ...... 31 INDEPENDENT ACCOUNTANTS ...... 31 MISCELLANEOUS ...... 32

APPENDICES

APPENDIX A- THE ACADEMY OF MOTION PICTURE ARTS AND SCIENCES AND THE OTHER MEMBERS OF THE ACADEMY OBLIGATED GROUP ...... A-1 APPENDIX B- ACADEMY OF MOTION PICTURE ARTS AND SCIENCES CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED JUNE 30, 2015, 2014 AND 2013 ...... B-1 APPENDIX C- SUMMARY OF PRINCIPAL LEGAL DOCUMENTS ...... C-1 APPENDIXD- FORMOFBONDCOUNSELOPINION ...... D-1 APPENDIX E- FORM OF CONTINUING DISCWSURE AGREEMENT ...... E-1 APPENDIX F- BOOK-ENTRY ONLY SYSTEM ...... F-1

ii OFFICIAL STATEMENT

CALIFORNIA INFRASTRUCTURE AND ECONOMIC DEVELOPMENT BANK REVENUE BONDS (ACADEMY OF MOTION PICTURE ARTS AND SCIENCES OBLIGATED GROUP) $212,960,000 $128,000,000 SERIES 2015A SERIES 2015B (Fixed Rate) (Index Mode)

INTRODUCTION

This Introduction contains only a brief summary of certain of the terms of the 2015 Bonds (as defmed below) being offered and a brief description of certain portions of the Official Statement. All statements contained in this Introduction are qualified in their entirety by reference to the entire Official Statement. References to, and summaries of, provisions of the laws of the State of California, including the Act, the Bond Indenture, the Loan Agreement, the Master Indenture and any other documents referred to herein do not purport to be complete and such references and summaries are qualified in their entirety by reference to the complete provisions of such laws and documents. See APPENDIX C- "SUMMARY OF PRINCIPAL DOCUMENTS" under the heading "DEFINITIONS" for definitions of certain words and terms used but not otherwise defined herein.

Authority for the 2015 Bonds

The California Infrastructure and Economic Development Bank (the "Infrastructure Bank") will issue the Califnmia Infrastructure and Economic Development Bank Revenue Bonds (Academy of Motion Picture Arts and Sciences Obligated Group), Series 2015A (the "2015A Bonds") and the proceeds of the California Infrastructure and Economic Development Bank Revenue Bonds (Academy of Motion Picture Arts and Sciences Obligated Group), Series 2015B (the "2015B Bonds" together with the 2015A Bonds, the "2015 Bonds'') under and pursuant to the laws of the State of California (the "State''), particularly the Bergeson-Peace Infrastructure and Economic Development Bank Act, constituting Division I of Title 6.7 (commencing with Section 63000) of the California Government Code (the "Act"), and an Indenture, dated as of October 1, 2015 (the "Bond Indenture''), between the Infrastructure Bank and Wells Fargo Bank, National Association, as Bond Trustee (the "Bond Trustee"). The Infrastructure Bank will loan the proceeds of the 2015 Bonds to the Academy Museum Foundation (the "Academy Museum Foundation") pursuant to a Loan Agreement, dated as of October 1, 2015 (the "Loan Agreement"), between the Infrastructure Bank and the Academy Museum Foundation.

Purpose of the 2015 Bonds

The proceeds of the 2015 Bonds, together with other legally available funds of Academy Museum Foundation, will be used to ( 1) finance a portion of the acquisition, construction, furnishing and general development of the Academy Museum of Motion Pictures (the "Academy Museum" or the "Academy Museum of Motion Pictures") including the refinancing and the reimbursement of previously paid costs of the Academy Museum, (2) refund all of the outstanding California Infrastructure and Economic Development Bank Variable Rate Demand Refunding Revenue Bonds (Academy of Motion Picture Arts and Sciences Obligated Group) Series 2008 (the "Refunded Bonds"), including the payment of an amount for the termination of a related interest rate swap agreement, and (3) pay the costs of issuance of the 2015 Bonds. See "PLAN OF FINANCE AND REFUNDING" and "ESTIMATED SOURCES AND USES OF FUNDS."

1 The Obligated Group

The Obligated Group consists of the Academy of Motion Picture Arts and Sciences ("AMP AS''), the Academy Foundation (the "Foundation"), the Academy Museum Foundation, The Vine Street Archive Foundation ("Vine Street"), and the Archival Foundation ("Archival" and with AMPAS, the Foundation, the Academy Museum Foundation, and Vine Street, each individually an "Obligated Group Member" and together, the "Obligated Group''). Under the Master Indenture of Trust, dated as of October 1, 2015 (the "Master Indenture''), among each Obligated Group Member and Wells Fargo Bank, National Association, as master trustee, and Obligation No. 1 and Obligation No. 2 issued thereunder, the Obligated Group Members jointly and severally agree to support the Academy Museum Foundation's obligation to pay the debt service on the 2015 Bonds and perform certain other covenants. Important information on the Obligated Group, the Oscars®, and their financial condition is set out in APPENDIX A - "THE ACADEMY OF MOTION PICTURE ARTS AND SCIENCES AND THE OTHER MEMBERS OF THE ACADEMY OBLIGATED GROUP" attached hereto, which should be read in its entirety. In addition, a copy of the Obligated Group's Consolidated Financial Statements for the Fiscal Years Ended June 30, 2015, 2014 and 2013 and Independent Auditors' Report, are attached as APPENDIX B and should be read in their entirety.

AMPAS is a nonprofit mutnal benefit corporation. AMPAS is the world's preeminent movie related organization, comprised of over 7,000 accomplished men and women working in cinema. AMPAS recognizes excellence in the motion picture arts and sciences through its annual Academy Awards® (the "Oscars®"). AMPAS has four affiliated nonprofit public benefit corporations, including the Academy Museum Foundation and the other three members of the Obligated Group described herein.

The Academy Museum Foundation is a nonprofit public benefit corporation and will own, manage, operate and maintain the Academy Museum of Motion Pictures.

Series 2015A Bonds

The 2015A Bonds will be issued as fixed rate, long term bonds and be dated their date of delivery and will mature in the respective principal amounts on the dates and bear interest at the respective rates of interest per annum, all as set forth on the inside cover hereof. Interest shall be determined on the basis of a 360-day year of twelve 30-day months, payable on May 1 and November 1 of each year, commencing on May 1, 2016. The 2015A Bonds will be delivered in denominations of $5,000 or any integral multiple thereof.

Series 2015B Bonds

The 20 15B Bonds will be issued as variable rate bonds initially in an Index Mode and as Amortizable Soft Put Bonds with an Initial Index Mode Rate Period commencing on the date of issuance and scheduled to end on October 31, 2020, which is the day prior to the Scheduled Mandatory Tender Date; provided that, in the event that any 2015B Bonds are not successfully rernarketed on the Scheduled Mandatory Tender Date, the Initial Index Mode Rate Period with respect to all 2015B Bonds will be extended as described herein. See "THE 2015B BONDS- Delayed Remarketing Period." The index rate (the "Index Rate''), the applicable percentage (the "Index Mode Applicable Percentage") and the index mode spread (the "Index Mode Spread'') for each 2015B Bond in the Initial Index Mode Rate Period are set forth in the inside cover page hereof. See "THE 2015B BONDS- Interest Rates and Interest Payment Dates." While in the Index Mode, interest on the 2015B Bonds will be payable on the first Business Day of every calendar month, commencing on December 1, 2015. The 20 15B Bonds will be delivered in denominations of $100,000 or any integral multiple of $5,000 in excess thereof.

2 This Official Statement describes the 2015B Bonds only while they are in tbe Index Mode during the Initial Index Mode Rate Period. There are significant differences witb respect to the terms of tbe 2015B Bonds while in a Mode other than the Index Mode or during a subsequent Index Mode Rate Period. Investors should not rely upon the information in this Official Statement regarding the terms ofthe 2015B Bonds iftbe 2015B Bonds are converted to a Mode other tban the Index Mode or during a subsequent Index Mode Rate Period.

Security for tbe 2015 Bonds

THE BONDS ARE LIMITED OBLIGATIONS OF THE INFRASTRUCTURE BANK AND ARE NOT A LIEN OR CHARGE UPON THE FUNDS OR PROPERTY OF THE INFRASTRUCTURE BANK, EXCEPT TO THE EXTENT OF THE PLEDGE AND THE ASSIGNMENT PROVIDED FOR IN THE BOND INDENTURE. NEITHER THE FULL FAITH AND CREDIT NOR THE TAXING POWER OF THE STATE OF CALIFORNIA IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF, PREMIUM, IF ANY, OR INTEREST ON THE 2015 BONDS. THE 2015 BONDS DO NOT CONSTITUTE A DEBT OR LIABILITY OF THE STATE OF CALIFORNIA OR ANY POLITICAL SUBDNISION THEREOF OTHER THAN THE LIMITED OBLIGATION OF THE INFRASTRUCTURE BANK, PAYABLE SOLELY FROM REVENUES AND THE OTHER FUNDS PROVIDED THEREFOR PURSUANT TO THE BOND INDENTURE. NEITHER THE STATE OF CALIFORNIA NOR ANY POLITICAL SUBDNISION THEREOF IS IN ANY MANNER OBLIGATED TO MAKE ANY APPROPRIATION FOR SUCH PAYMENTS. THE INFRASTRUCTURE BANK HAS NO TAXING POWERS. Under the Bond Indenture, the 2015 Bonds and any Additional Bonds (defined below) (all collectively referred to as the "Bonds") are secured by a pledge of the Revenues and any other amounts (including, among other things, proceeds of the sale of the 2015 Bonds) held in any fund or account established pursuant to the Bond Indenture other than the Rebate Fund and remarketing proceeds. The Revenues include the Loan Payments to be made by the Academy Museum Foundation under the Loan Agreement. The Academy Museum Foundation's obligation under the Loan Agreement to make Loan Payments, which will be used to pay the principal of, premium, if any, and interest on the 2015 Bonds, constitutes an unconditional general obligation of the Academy Museum Foundation.

Obligation No. I. Payments by the Academy Museum Foundation due under the Loan Agreement relating to the 2015A Bonds will be supported by Obligation No. 1, constituting the joint and several obligations of the Obligated Group Members. Obligation No. 1 will be issued to the Bond Trustee pursuant to the Master Indenture. Obligation No. 1 will provide that each Obligated Group Member will pay to the Bond Trustee amounts due under the Loan Agreement relating to the 2015A Bonds, subject to credits for amounts otherwise paid. The Master Indenture provides for a pledge of Gross Revenues of the Obligated Group Members and certain other covenants. See "SECURITY FOR THE BONDS - The Obligations"

Obligation No. 2. Payments by the Academy Museum Foundation due under the Loan Agreement relating to the 2015B Bonds will be supported by Obligation No. 2, constituting the joint and several obligations of the Obligated Group Members. Obligation No.2 will be issued to the Bond Trustee pursuant to the Master Indenture. Obligation No. 2 will provide that each Obligated Group Member will pay to the Bond Trustee amounts due under the Loan Agreement relating to the 2015B Bonds, subject to credits for amounts otherwise paid. The Master Indenture provides for a pledge of Gross Revenues of the Obligated Group Members and certain other covenants. See "SECURITY FOR THE BONDS - The Obligations."

The 2015 Bonds will not be secured by any credit facility or liquidity facility. The Academy Museum Foundation and the other Obligated Group Members may incur additional indebtedness in

3 accordance with the Master Indenture. See "SECURTIY FOR TIIE BONDS" and APPENDIX A­ "1HE ACADEMY OF MOTION PICTURE ARTS AND SCIENCES AND TIIE OTHER MEMBERS OF 1HE ACADEMY OBLIGATED GROUP."

Remarketing Agent and Tender Agent for 2015B Bonds

The Academy Museum Foundation has appointed Wells Fargo Bank, National Association as the remarketing agent for the 2015B Bonds (in such capacity, the "Remarketing Agent"). In connection with the issuance of the 2015B Bonds, the Academy Museum Foundation will enter into a Remarketing Agreement, dated October 1, 2015 (the "Remarketing Agreement"), with the Remarketing Agent. During the Initial Index Mode Rate Period, the duty of the Remarketing Agent to remarket the 20 15B Bonds is generally limited to the remarketing related to the Scheduled Mandatory Tender Date and any Unscheduled Mandatory Tender Date. The Remarketing Agreement will provide, among other things, for the Remarketing Agent to use its best efforts to remarket the 20 15B Bonds upon mandatory tender for purchase thereof. The Remarketing Agreement permits the Remarketing Agent to resign or to be removed under certain circumstances. The Bond Trustee will serve as the tender agent for the 2015B Bonds (in such capacity, the "Tender Agent"). The 2015B Bonds are not subject to optionally tender for purchase at the option of the holders thereof.

The Remarketing Agent is Paid by the Academy Museum Foundation. The Remarketing Agent is responsible for remarketing the 20 15B Bonds that are mandatorily tendered by the owners thereof. The Remarketing Agent is appointed by the Academy Museum Foundation and is paid by the Academy Museum Foundation for its services. As a result, the interests of the Remarketing Agent may differ from those of existing Holders and potential purchasers of the 2015B Bonds.

The Remarketing Agent Routinely Purchases Bonds for its Own Account. The Remarketing Agent acts as remarketing agent for a variety of variable rate demand obligations and, in its sole discretion, routinely purchases such obligations for its own account. The Remarketing Agent is permitted, but not obligated, to purchase tendered Bonds for its own account and, in its sole discretion, may routinely acquire such tendered Bonds in order to achieve a successful remarketing of the 2015B Bonds (i.e., because there otherwise are not enough buyers to purchase the 2015B Bonds) or for other reasons. However, the Remarketing Agent is not obligated to purchase the 2015B Bonds, and may cease doing so at any time without notice. The Remarketing Agent may also make a market in the 20 15B Bonds by routinely purchasing and selling 2015B Bonds other than in connection with a mandatory tender and remarketing. Such purchases and sales may be at or below par. However, the Remarketing Agent is not required to make a market in the 2015B Bonds. The Remarketing Agent may also sell any 20 15B Bonds it has purchased to one or more affiliated investment vehicles for collective ownership or enter into derivative arrangements with affiliates or others in order to reduce its exposure to the 2015B Bonds. The purchase of 20 15B Bonds by the Remarketing Agent may create the appearance that there is greater third party demand for the 20 15B Bonds in the market than is actually the case.

2015B Bonds May be Offered at Different Prices on Any Date. Pursuant to the Bond Indenture and the Remarketing Agreement, on a Mandatory Tender Date for the 2015B Bonds, the Remarketing Agent is required to determine the applicable rate of interest or spread that, in its judgment, is the lowest rate or spread that would permit the sale of the 2015B Bonds at par plus accrued interest, if any, on and as of the Mandatory Tender Date. The interest rate or spread will reflect, among other factors, the level of market demand for the Bonds (including whether the Remarketing Agent is willing to purchase 2015B Bonds for its own account). The Remarketing Agent may or may not be able to remarket any 2015B Bonds tendered for purchase on the Mandatory Tender Date at par and the Remarketing Agent may sell 2015B Bonds at varying prices to different investors on such date or any other date. The Remarketing Agent is not obligated to advise purchasers in a remarketing if it does not have third party buyers for all of

4 the 20 15B Bonds at the remarketing price. In the event a Remarketing Agent owns any 20 15B Bonds for its own account, it may, in its sole discretion in a secondary market transaction outside the tender process, offer such 2015B Bonds on any date, including the interest rate determination date, at a discount to par to some investors.

The Ability to Sell the 2015B Bonds Other Than Through the Tender Process May Be Limited. The Remarketing Agent may buy and sell2015B Bonds other than through the tender process. However, it is not obligated to do so and may cease doing so at any time without notice. Thus, investors who purchase the 20 15B Bonds, whether in a rernarketing or otherwise, should not assume that they will be able to sell their 2015B Bonds other than by tendering the 2015B Bonds on the Mandatory Tender Date in accordance with the tender process as provided in the Bond Indenture.

Remarketing Agent May be Removed, Resign or Cease Remarketing the 2015B Bonds, Without a Successor Being Named. Under certain circumstances, the Rernarketing Agent may be removed or have the ability to resign or cease its rernarketing efforts, without a successor having been named, subject to the terms of the Remarketing Agreement.

Certain Information Related to This Official Statement

The descriptions herein of the Bond Indenture, the Loan Agreement, the Master Indenture, the Supplemental Master Indenture, and other agreements relating to the 2015 Bonds are qualified in their entirety by reference to such documents, and the descriptions herein of the 2015 Bonds are qualified in their entirety by the forms thereof and the information with respect thereto included in such documents. See APPENDIXC- "SUMMARY OF PRINCIPAL DOCUMENTS" for a summary of the rights and duties of the Infrastructure Bank and the Bond Trustee, the rights and remedies of the Bond Trustee and the Bondholders upon an event of default, and provisions relating to amendments of the Bond Indenture and the Loan Agreement and procedures for defeasance of the 2015 Bonds.

The information and expressions of opinion herein speak ouly as of their date and are subject to change without notice. Neither delivery of this Official Statement nor any sale made hereunder nor any future use of this Official Statement will, under any circumstances, create any implication that there has been no change in the affairs of the Infrastructure Bank or the Obligated Group Members.

THE INFRASTRUCTURE BANK

The Infrastructure Bank is a public instrumentality of the State of California and is governed by a five-member board of directors consisting of the Director of the Governor's Office of Business and Economic Development who serves as the Chairperson, the Director of the State's Department of Finance, the State Treasurer, the Secretary of the State Transportation Agency, or their respective designees, and an appointee of the Governor of the State. The business and affairs of the Infrastructure Bank are managed and conducted by its Executive Director. The 2015 Bonds are limited obligations of the Infrastructure Bank payable solely from the funds pledged therefor under the Indenture. The Infrastructure Bank makes no representations with respect to the accuracy or completeness of the statements and information set forth in this Official Statement, other than the information set forth in this section and in the subsection entitled "ABSENCE OF LITIGATION-The Infrastructure Bank." THE ACADEMY MUSEUM

The Academy Museum is expected to be the world's leading museum dedicated to motion pictures. The Academy Museum will be located at the comer of Wilshire Boulevard and Fairfax Avenue

5 in Los Angeles, California and is planned to include approximately 290,000 square feet of space over six stories. The Academy Museum includes an adaptive reuse of the historic Wilshire May Company building next to the campus of the Los Angeles County Museum of Art ("LACMA"). The Academy Museum will contain immersive exhibition galleries, state-of-the-art educational studios, film and performance theaters and dynamic public and special event spaces. The Academy Museum is expected to be the world's premier museum devoted to exploring and curating the history and future of the moving image. The building has been designed by Pritzker Prize-winuing architect Renzo Piano. The Academy Museum will curate and present the work of Oscar® winners and nominees, as well as many of the global artists who make movies. The Academy Museum will celebrate the history of Hollywood and global filmmaking and will explore the art and science that have made motion pictures an innovative and influential art form for more than a century.

The Academy Museum is planned to open to the public in Spring 2018. The total cost of construction of the Academy Museum is estimated to be approximately $3 88 million, including $50 million to be used for exhibitions and programming. The balance of costs not paid from 2015 Bond proceeds is expected to be paid from donor contributions raised pursuant to the Foundation's capital campaign and funds otherwise on hand.

For more information about the Academy Museum and sources for costs of construction, see APPENDIX A- "THE ACADEMY OF MOTION PICTURE ARTS AND SCIENCES AND THE OTHER MEMBERS OF THE ACADEMY OBLIGATED GROUP."

PLAN OF FINANCE AND REFUNDING

Approximately $282 million of the proceeds of the 2015 Bonds will be used to finance a portion of the costs of acquisition, construction, furnishing and general development of the Academy Museum, including reimbursement of previously incurred costs associated with the Academy Museum. Approximately $34 million of the proceeds of the 2015 Bonds will be used to extinguish an intercompany loan between the Academy Museum Foundation and AMPAS, which AMPAS will use to prepay an unsecured promissory note of AMPAS with City National Bank in the principal amount of $28 million.

Approximately $35 million of the proceeds of the 2015 Bonds, together with other available funds of Vine Street, will be used to redeem all of the outstanding Refunded Bonds on October 22, 2015. Approximately $5.7 million of the proceeds of the 2015 Bonds will be used to pay a termination payment due from AMPAS, the Foundation, and Vine Street under an interest rate swap agreement with Citigroup Financial Products, Inc. relating to the Refunded Bonds.

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6 ESTIMATED SOURCES AND USES OF FUNDS

The estimated sources and uses of the proceeds of the 2015 Bonds are shown below. Such proceeds will be used for the putposes described under "PLAN OF FINANCE AND REFUNDING."

SOURCES: 2015ABonds 2015BBonds Total Principal Amount of Bonds $212,960,000.00 $128,000,000.00 $340,960,000.00 Original Issue Premium 18,565,432.80 18,565,432.80 Total Sources S2Jl,525~2.1111 Sl211,111111,111111.1111 ~5!!,525,~2.1111 USES: Deposit to Project Fund $181,936,340.76 $100,499,722.50 $282,436,063.26 Refundin§ of Refunded 22,539,556.21 12,462,943.79 35,002,500.00 Bonds<1 Intercompany Loan 21,675,909.61 11,985,402.03 33,661,311.64 Repayment Swap Tennination Payment 3,685,276.20 2,037,723.80 5,723,000.00 Costs oflssuance<2l 1,688,350.02 1,014,207.88 2,702,557.90 Total Uses S2Jl,525~2.1111 Sl211,111111,111111.1111 ~5!!,525,~2.1111

(!) The Refunded Bonds are ""Peeled to be redeemed on October 22, 2015. See "PLAN OF FINANCE AND REFUNDING." (Z) Costs of issuance include, but are not limited to, rating agency fees, certain legal fees, printing costs, UnderMiter's discount, issuer fees and other miscellaneous expenses.

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7 DEBT SERVICE SCHEDULE FOR THE 2015A BONDS

The following table shows debt service due on the 2015A Bonds in each fiscal year (ending June 30).

Fiscal Year Ending June 30 Principal Interest Debt Service0 l 2016 $ 5,192,480 $ 5,192,480 2017 9,890,438 9,890,438 2018 9,890,438 9,890,438 2019 9,890,438 9,890,438 2020 9,890,438 9,890,438 2021 $ 4,220,000 9,791,838 14,011,838 2022 4,425,000 9,585,463 14,010,463 2023 4,640,000 9,368,888 14,008,888 2024 4,870,000 9,141,138 14,011,138 2025 5,115,000 8,894,969 14,009,969 2026 5,375,000 8,634,125 14,009,125 2027 5,650,000 8,359,250 14,009,250 2028 5,930,000 8,078,100 14,008,100 2029 6,230,000 7,782,450 14,012,450 2030 6,545,000 7,463,294 14,008,294 2031 6,880,000 7,132,438 14,012,438 2032 7,190,000 6,821,188 14,011,188 2033 7,485,000 6,527,688 14,012,688 2034 7,825,000 6,186,019 14,011,019 2035 8,220,000 5,788,800 14,008,800 2036 8,640,000 5,370,350 14,010,350 2037 9,080,000 4,930,975 14,010,975 2038 9,545,000 4,467,025 14,012,025 2039 10,030,000 3,979,400 14,009,400 2040 10,545,000 3,466,850 14,011,850 2041 11,080,000 2,928,125 14,008,125 2042 11,650,000 2,361,850 14,011,850 2043 12,180,000 1,828,000 14,008,000 2044 12,680,000 1,330,800 14,010,800 2045 13,195,000 813,300 14,008,300 2046 13,735,000 274,700 14,009,700 $212,960,000 $196,061,248 $409,021,248

(I) Numbers may not total due to rounding to nearest dollar.

As provided, the table above reflects debt service due on the 2015A Bonds only. Due to the fact that the 20 15B Bonds accrue interest at a variable rate, the amount of debt service due on the 20 15B Bonds in each fiscal year is not known as of the date hereof. The 2015B Bonds are subject to mandatory tender for purchase on November 1, 2020, and will mature on November 1, 2045, subject to prior redemption or purchase as described herein. See ''THE 2015B BONDS - futerest Rates and futerest Payment Dates."

8 THE 2015A BONDS

The 2015A Bonds will be issued as fixed rate bonds, be dated their date of delivery, will mature in the respective principal amounts on the dates and will bear interest at the respective rates of interest per annum, all as set forth on the inside cover hereof. Interest shall be determined on the basis of a 360-day year of twelve 30-day months, payable on May 1 and November 1 of each year, commencing on May 1, 2016. The 2015A Bonds will be delivered in denominations of$5,000 or any integral multiple thereof.

The 2015A Bonds are subject to redemption as described under "REDEMPTION OF THE 2015 BONDS- Redemption of the 2015A Bonds."

The principal of and premium, if any, and interest on the 2015A Bonds will be payable in lawful money of the United States of America, by wire transfer of immediately available funds to the respective Holders thereof as of the applicable Record Date to an account specified by the Holder thereof in a writing delivered to the Bond Trustee; provided however, that the 2015A Bonds will be issued and are expected to remain in book-entry form, and as such, payment of principal of and premium, if any, and interest on the 2015A Bonds will be paid to Cede & Co., as nominee of the Depository Trust Company (see "Book-Entry Only System" below). Purchases of the 2015 Bonds may be made in book-entry form only, through brokers and dealers who are, or who act through, DTC Participants.

THE 2015B BONDS

General

The 20 15B Bonds will be issued as variable rate bonds in an Index Mode (and in a type of Index Mode known as "Amortizable Soft Put Bonds" under the Bond Indenture) for an Initial Index Mode Rate Period scheduled to end on October 31, 2020; provided that, in the event that any 2015B Bonds are not successfully remarketed on the Scheduled Mandatory Tender Date, the Initial Index Mode Rate Period with respect to all 20 15B Bonds will be extended as described herein. See "Delayed Remarketing Period" below. The 2015B Bonds will be dated the date of their initial issuance. The 2015B Bonds will be issued in the terms set forth on the inside cover hereof. While in the Index Mode, the 20 15B Bonds will be delivered in denominations of $100,000 or any integral multiple of $5,000 in excess thereof. The 2015B Bonds will mature on November 1, 2045, subject to prior redemption or purchase as described herein.

During the Initial Index Mode Rate Period, the 2015B Bonds are subject to mandatory tender for purchase on November 1, 2020 (the "Scheduled Mandatory Tender Date") and on each Unscheduled Mandatory Tender Date (as defmed herein). Each date on which the 2015B Bonds are subject to mandatory tender for purchase is referred to in this Official Statement as a "Mandatory Tender Date." During the Initial Index Mode Rate Period, the 2015B Bonds are not subject to tender for purchase at the option of the Holders thereof.

The 2015B Bonds are subject to redemption as described under "REDEMPTION OF THE 2015 BONDS- Redemption of the 2015B Bonds."

Interest Rates and Interest Payment Dates

During the Initial Index Mode Rate Period, the 20 15B Bonds will be in a type of Index Mode known as "Amortizable Soft Put Bonds" under the Bond Indenture. The applicable interest rate for each Index Mode Weekly Interest Period (generally Thursday to Wednesday) will be determined by the Bond Trustee on each Index Mode Rate Weekly Determination Date, and shall equal a per annum rate equal to the LIBOR Index (the "Index Rate"), as determined on such Index Mode Rate Weekly Determination

9 Date, multiplied by 70% (the "Index Mode Applicable Percentage"), plus the Index Mode Spread (as shown after the inside cover page hereof). "Index Mode Rate Weekly Determination Date" means each Wednesday (or if Wednesday is not a Business Day, the immediately preceding Business Day). See APPENDIX C- "SUMMARY OF PRINCIPAL DOCUMENTS- DEFlNITIONS" for the definition of "LlliOR Index" and certain other defined terms in the Bond Indenture.

Interest will be paid on the 2015B Bonds on each Interest Payment Date. During the Initial Index Mode Rate Period, "Interest Payment Date" means (i) the frrst Business Day of the calendar month, or (ii) any redemption date or Mandatory Tender Date. Interest on the 2015B Bonds in the Index Mode will be calculated on the basis of a 365- or 366-day year, as applicable, for the number of days actually elapsed.

The principal and Tender Price of and premium, if any, and interest on the 2015B Bonds will be payable, in lawful money of the United States of America, by wire transfer of immediately available funds to the respective Holders thereof on the applicable Record Date to an account specified by the Holder thereof in a writing delivered to the Bond Trustee; provided, however, that the 2015B Bonds will be issued and are expected to remain in book-entry fonn, and as such, payment of principal, Tender Price of and premium, if any, and interest on the 2015B Bonds will be paid to Cede & Co., as nominee of the Depository Trust Company (see "Book-Entry Only System" below).

If the 2015B Bonds are not remarketed on the Scheduled Mandatory Tender Date (i.e., November 1, 2020), the interest rate on the 2015B Bonds will change to the Amortizable Soft Put Delayed Remarketing Period Rate (as described below under "Delayed Remarketing Period"). The Bond Indenture provides that in no event will the Index Mode Interest Rate exceed the "Maximum Bond Interest Rate," which means the lesser of (a) the rate of I 0% per annum and (b) the maximum rate of interest on the relevant obligation permitted by applicable law (under current applicable law, there is no statutory maximum interest rate).

In the absence of manifest error, the determination by the Bond Trustee of the Index Mode Interest Rate or any index component will be conclusive and binding on the Holders of the 20 15B Bonds and the Academy Museum Foundation.

Mandatory Tender for Purchase of 2015B Bonds

Mandatory Tender for Purchase on Scheduled Mandatory Tender Date. During the Initial Index Mode Rate Period, the 2015B Bonds are subject to mandatory tender for purchase on the Scheduled Mandatory Tender Date (i.e., November I, 2020), at the Tender Price equal to the principal amount thereof required to be tendered for purchase, without premium, plus accrued interest.

During the Initial Index Mode Rate Period, the Tender Price of the 2015B Bonds on the Scheduled Mandatory Tender Date is payable from the proceeds of a successful remarketing; however, in the event the 2015B Bonds are not successfully remarketed on the Scheduled Mandatory Tender Date, the Academy Museum Foundation has no obligation to purchase any 2015B Bonds on the Scheduled Mandatory Tender Date with its own funds, and the failure to purchase the 2015B Bonds on a Scheduled Mandatory Tender Date will not constitute an Event of Default under the Bond Indenture or the Loan Agreement.

Pursuant to the Loan Agreement, the Academy Museum Foundation covenants and agrees to take all commercially reasonable actions to support the remarketing of the 20 15B Bonds in connection with any applicable Scheduled Mandatory Tender Date in the event that any 2015B Bonds are not successfully remarketed on the applicable Scheduled Mandatory Tender Date, in connection with any remarketing during the applicable Index Mode Rate Period.

10 Mandatory Tender for Purchase on Unscheduled Mandatory Tender Date. During the Initial Index Mode Rate Period, the Academy Musemn Foundation may, at its option, require that the 2015B Bonds be tendered for purchase on any Business Day on and after the Index Mode Call Date (which is May 1, 2020) through the last day of the Index Mode Rate Period or during any Amortizable Soft Put Bond Delayed Remarketing Period (an "Unscheduled Mandatory Tender Date"), at the Tender Price of the principal amount plus accrued interest.

The Academy Museum Foundation has no obligation to purchase any 2015B Bonds on an Unscheduled Mandatory Tender Date, and the failure to purchase the 2015B Bonds on an Unscheduled Mandatory Tender Date will not constitute an Event of Default under the Bond Indenture.

The Academy Musemn Foundation has the option to deliver to the Tender Agent, the Bond Trustee and the Remarketing Agent, by Electronic Means, on or prior to 5:00p.m., New York City time, on the Business Day immediately preceding the proposed Unscheduled Mandatory Tender Date, a notice to the effect that the Academy Musemn Foundation elects to rescind the applicable mandatory tender for purchase.

Notices Relating to Mandatory Tender for Purchase. In connection with any mandatory tender for purchase of 20 15B Bonds, the Bond Trustee will provide notice by Electronic Means to the Holders of the 2015B Bonds subject to tender, not less than 10 days prior to the Mandatory Tender Date. Such notice will state the date of purchase, the purchase price, the place where amounts due upon such tender will be payable (which will be the Principal Corporate Trust Office of the Bond Trustee), and any condition to such purchase. The Bond Trustee will also provide notice of any rescission or modification to any mandatory tender for purchase by Electronic Means as soon as practicable.

In the event of a failure to pay the Tender Price of the 2015B Bonds on any Mandatory Tender Date, the Bond Trustee will provide notice by Electronic Means to the Holders, as soon as practicable, of the failure to pay such Tender Price. Such notice may be combined with any notice modifying the date of a mandatory tender for purchase as described above.

If the Academy Musemn Foundation elects to rescind such mandatory tender for purchase (or if any purchase of 2015B Bonds does not occur for any reason), then no purchase will occur, the 2015B Bonds will continue to bear interest at the Index Mode Interest Rate as in effect for the Index Mode Rate Period then in effect. Upon receipt of notice from the Academy Musemn Foundation of its election to rescind such mandatory tender for purchase, the Bond Trustee will, as soon as practicable thereafter, send notice to the Holders of the 20 15B Bonds by Electronic Means stating that the mandatory tender for purchase has been rescinded.

No Optional Tenders ofthe 2015B Bonds. The 2015B Bonds in the Index Mode are not subject to tender for purchase at the option of the Holders thereof.

Delayed Remarketing Period for 2015B Bonds

If the Tender Price for the 2015B Bonds is not paid on the Scheduled Mandatory Tender Date (i.e., November 1, 2020), an Amortizable Soft Put Bond Delayed Remarketing Period will commence on such date and the 2015B Bonds will be subject to special mandatory redemption (described herein under "-Redemption of2015B Bonds- Special Mandatory Redemption During Delayed Remarketing Period'') and will bear interest at a rate per annmn equal to the Maximmn Bond Interest Rate (as described below).

11 "Maximum Bond Interest Rate" means the lesser of (a) the rate of 10% per annum and (b) the maximum rate of interest on the relevant obligation permitted by applicable law (under current applicable law, there is no statutory maximum interest rate).

Pursuant to the Loan Agreement, the Academy Museum Foundation covenants and agrees to take all commercially reasonable actions to support the remarketing of the 2015B Bonds in connection with any applicable Scheduled Mandatory Tender Date, and in the event that the 2015B Bonds are not successfully remarketed on the applicable Scheduled Mandatory Tender Date, in connection with any remarketing during the applicable Index Mode Rate Period.

Change of Mode of 2015B Bonds

On or after May 1, 2020, the interest rate determination metbod for the 2015B Bonds may be changed to a different Mode at the times and in the manner provided in the Bond Indenture. The 20 15B Bonds are subject to mandatory tender for purchase on the date (the "Conversion Date") of each change in Mode (the "Conversion''). In the event that any condition to the Conversion of the 2015B Bonds is not satisfied, then no Conversion will occur and the 2015B Bonds will continue in their then-current Mode

This Official Statement describes the 2015B Bonds only while they are in the Index Mode during the Initial Index Mode Rate Period. There are significant differences with respect to the terms of the 2015B Bonds while in a Mode other than the Index Mode, during a subsequent Index Mode Rate Period or if the 2015B Bonds are not Amortizable Soft Put Bonds. Investors should not rely upon the information in this Official Statement if the 2015B Bonds are converted to a Mode other than the Index Mode, during a subsequent Index Mode Rate Period, or while the 2015B Bonds are not Amortizable Soft Put Bonds.

Additional Bonds Issued Under the Bond Indenture

Additional Series of Bonds may be issued under the Bond Indenture subject to the conditions summarized in "APPENDIX C- SUMMARY OF PRINCIPAL LEGAL DOCUMENTS- Indenture­ Additional Bonds."

Notwithstanding the foregoing, the Academy Museum Foundation and the other Obligated Group Members may incur indebtedness other than Additional Bonds in accordance with the Loan Agreement and the Master Indenture and any such indebtedness may be issued by the Academy Museum Foundation and/or the other Obligated Group Members directly or on behalf of the Academy Museum Foundation and/or the other Obligated Group Members by an issuer other than the Infrastructure Bank, or may be incurred under documents other than the Bond Indenture and the Loan Agreement and by an issuer other than the Infrastructure Bank. The incurrence of any such indebtedness is, in certain circumstances, subject to the covenant regarding additional indebtedness under the Master Indenture. See "SECURITY FOR THE BONDS -Additional Bonds and Indebtedness."

BOOK-ENTRY ONLY SYSTEM

The 2015 Bonds will be issued in book-entry form ouly and will be registered in the name of Cede & Co., as nominee of The Depository Trust Company ("DTC") which will act as securities depository for the 2015 Bonds. The 2015 Bonds will be evidenced by one bond for each maturity of the 2015 Bonds of each Series in the total aggregate principal amount of the 2015 Bonds of such Series and maturity. Purchases of the 2015 Bonds may be made in book-entry form only, through brokers and dealers who are, or who act through, DTC Participants. Beneficial Owners of the 2015 Bonds will not receive physical delivery of certificated securities. Principal of and interest on the 2015 Bonds will be

12 payable by the Bond Trustee to DTC, which will in turn remit such payments to the DTC Participants, which will in turn remit such payments to the Beneficial Owners of the 2015 Bonds. In addition, so long as Cede & Co. is the registered owner of the 2015 Bonds, the selection of2015 Bonds held by Beneficial Owners in book-entry fonn for redemption will be made pursuant to the procedures of DTC. See APPENDIX F- "BOOK-ENTRY ONLY SYSTEM'' for a description of DTC and the Book-Entry Only System.

REDEMPTION OF THE 2015 BONDS

Redemption of the 2015A Bonds Optional Redemption. The 2015A Bonds are subject to optional redemption by the Infrastructure Bank, at the written direction of the Academy Museum Foundation, from and after November 1, 2023, in whole at any time or in part from time to time on any Business Day, at a redemption price equal to the principal amount thereof, plus accrued interest, without premium. Mandatory Sinking Fund Redemption. The 2015A Bonds matoring on November 1, 2041 issued with a 4.000% rate shall be redeemed in part on November 1 in each year listed below, at a redemption price equal to 100% of the principal amount redeemed plus accrued interest thereon to the redemption date, in the principal amount set forth below next to such year: Year 2015A (November 1) Bonds 2036 $165,000 2037 170,000 2038 180,000 2039 185,000 2040 195,000 2041t 200,000

t Maturity Date

In the event of any partial optional redemption of2015A Bonds maturing on November 1, 2041 issued with a 4.000% rate, the 2015A Bonds so redeemed will be credited by the Bond Trustee at 100% of the principal amount thereof against future mandatory sinking fund redemption requirements applicable to 2015A Bonds of such maturity, as specified by the Academy Museum Foundation. The 2015A Bonds maturing on November 1, 2041 issued with a 5.000% rate shall be redeemed in part on November 1 in each year listed below, at a redemption price equal to 100% of the principal amount redeemed plus accrued interest thereon to the redemption date, in the principal amount set forth below next to such year: Year 2015A (November 1) Bonds 2036 $8,915,000 2037 9,375,000 2038 9,850,000 2039 10,360,000 2040 10,885,000 2041t 11,450,000

t Maturity Date

13 In the event of any partial optional redemption of2015A Bonds maturing on November 1, 2041 issued with a 5.000% rate, the 2015A Bonds so redeemed will be credited by the Bond Trustee at 100% of the principal amount thereof against future mandatory sinking fund redemption requirements applicable to 2015A Bonds of such maturity, as specified by the Academy Museum Foundation.

The 2015A Bonds maturing on November 1, 2045 shall be redeemed in part on November 1 in each year listed below, at a redemption price equal to 100% of the principal amount redeemed plus accrued interest thereon to the redemption date, in the principal amount set forth below next to such year:

Year 2015A (November 1) Bonds 2042 $12,180,000 2043 12,680,000 2044 13,195,000 2045t 13,735,000

t Maturity Date

In the event of any partial optional redemption of 2015A Bonds maturing on November 1, 2045, the 2015A Bonds so redeemed will be credited by the Bond Trustee at 100% of the principal amount thereof against future mandatory sinking fund redemption requirements applicable to 2015A Bonds of such maturity, as specified by the Academy Museum Foundation.

Redemption of the 2015B Bonds

Optional Redemption. During the Initial Index Mode Rate Period, the 2015B Bonds are subject to optional redemption, at the direction of the Academy Museum Foundation, in whole or in part, on any Business Day from and after May 1, 2020 (the "Index Mode Call Date" for the Initial Index Mode Rate Period), including without limitation during the Amortizable Soft Put Bond Delayed Remarketing Period, at a redemption price equal to the principal amount of 20 15B Bonds called for redemption, plus accrued interest, without premium.

Redemption in lieu of Purchase. Any 2015B Bonds that are subject to mandatory tender for purchase as described under "Mandatory Tender for Purchase" may be redeemed at the direction of the Academy Museum Foundation in lieu of such purchase.

Special Mandatory Redemption During Delayed Remarketing Period. During the Initial Index Mode Rate Period, if the Tender Price of the 2015B Bonds is not paid on the Scheduled Mandatory Tender Date, the Amortizable Soft Put Bond Delayed Remarketing Period for the 20 15B Bonds will commence on such date to (but not including) the date on which all the 20 15B Bonds are purchased or redeemed. During an Amortizable Soft Put Bond Delayed Remarketing Period, any affected 20 15B Bonds will be subject to special mandatory redemption, in part, by lot, on each Special Mandatory Redemption Date (as defmed in the following paragraph) during such Amortizable Soft Put Bond Delayed Remarketing Period in an amount equal to the Special Mandatory Redemption Amount (as defmed in the following paragraph), at a redemption price equal to 100% of the principal amount 2015B Bonds being so redeemed, plus accrued interest thereon, without premium. See "Delayed Remarketing Period" above.

"Special Mandatory Redemption Amount" means such amount as will cause the full Outstanding principal amount of2015B Bonds as of the applicable Scheduled Mandatory Tender Date to be paid in six equal (or as nearly equal as practicable given the minimum Authorized Denominations of the 2015B

14 Bonds) semiannual installments (each payment date being called a "Special Mandatory Redemption Date" as used herein), with the first installment relating to such 2015B Bonds being due and payable on November 1, 2021, which is the first Business Day of the month that is 12 full months following the commencement of the Amortizable Soft Put Bond Delayed Remarketing Period and each installment thereafter being due and payable on the first Business Day of the month that is six months following the prior installment.

General Redemption Terms for the 2015 Bonds

Notice ofRedemption. Notice of redemption will be mailed by the Bond Trustee, by first class mail, not less than twenty (20) days, nor more than sixty (60) days prior to the redemption date, to respective Holders of any 2015 Bonds designated for redemption at their addresses appearing on the bond registration books of the Bond Trustee. Each notice of redemption will specify the 2015 Bonds to be redeemed (including the Series), the redemption date, the redemption price, any conditions to such redemption, and the place or places where amounts due upon such redemption will be payable (i.e., the principal corporate trust office of the Bond Trustee) and, ifless than all of the 2015 Bonds of a Series and maturity are to be redeemed, the numbers of the 2015 Bonds to be redeemed, and the portions of the 2015 Bonds of a maturity to be redeemed in part, state any condition to such redemption, and state that on the redemption date, and upon the satisfaction of any such condition, the 2015 Bonds to be redeemed will cease to bear interest. CUSIP number identification will accompany all redemption notices. Such notice may set forth any additional information relating to such redemption.

Failure by the Bond Trustee to mail notice of redemption pursuant to the Bond lodenture to any one or more of the respective Holders of any 2015 Bonds designated for redemption will not affect the sufficiency of the proceedings for redemption with respect to the Holders to whom such notice was mailed.

The Academy Museum Foundation may instruct the Bond Trustee to provide a conditional notice of redemption, which may be conditioned upon the receipt of money or any other event. The Bond Trustee will give notice of a rescission or any revision, including a change in the planned redemption date, as soon thereafter as practicable, in the same manner, to the same persons, as notice of such redemption was given pursuant to the Bond lodenture.

1o the case of a redemption of less than all the bonds of a series, the maturities and mandatory sinking fund installments to be redeemed pursuant to an optional redemption shall be selected by the Academy Museum Foundation.

While Cede & Co. is the registered Holder of the 2015 Bonds, notice of redemption will be given to DTC or its nominee. The Academy Museum Foundation will not be responsible for providing notices of redemption to DTC Participants or the Beneficial Owners.

Effect ofRedemption. Notice of redemption having been duly given, and moneys for payment of the redemption price of, together with interest accrued to the date fixed for redemption on, 2015 Bonds (or portions thereof) so called for redemption being held by the Bond Trustee and subject to satisfaction of any conditions referenced in a conditional notice of redemption, on the date fixed for redemption designated in such notice, such 2015 Bonds (or portions thereof) so called for redemption will become due and payable at the Redemption Price specified in such notice and interest accrued thereon to the date fixed for redemption, interest on such 2015 Bonds so called for redemption will cease to accrue, said 2015 Bonds (or portions thereof) will cease to be entitled to any benefit or security under the Bond lodenture, and the Holders of said 2015 Bonds will have no rights in respect thereof except to receive

15 payment of said Redemption Price and accrued interest to the date fixed for redemption from funds held by the Bond Trustee for such payment.

SECURITY FOR THE BONDS

General

THE BONDS ARE LIMITED OBLIGATIONS OF THE INFRASTRUCTURE BANK AND ARE NOT A LIEN OR CHARGE UPON THE FUNDS OR PROPERTY OF THE INFRASTRUCTURE BANK, EXCEPT TO THE EXTENT OF THE PLEDGE AND THE ASSIGNMENT PROVIDED FOR IN THE BOND INDENTURE. NEITHER THE FULL FAITH AND CREDIT NOR THE TAXING POWER OF THE STATE OF CALIFORNIA IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF, PREMIUM, IF ANY, OR INTEREST ON THE 2015 BONDS. THE 2015 BONDS DO NOT CONSTITUTE A DEBT OR LIABILITY OF THE STATE OF CALIFORNIA OR ANY POLITICAL SUBDNISION THEREOF OTHER THAN THE LIMITED OBLIGATION OF THE INFRASTRUCTURE BANK, PAYABLE SOLELY FROM REVENUES AND THE OTHER FUNDS PROVIDED THEREFOR PURSUANT TO THE BOND INDENTURE. NEITHER THE STATE OF CALIFORNIA NOR ANY POLITICAL SUBDNISION THEREOF IS IN ANY MANNER OBLIGATED TO MAKE ANY APPROPRIATION FOR SUCH PAYMENTS. THE INFRASTRUCTURE BANK HAS NO TAXING POWERS. Bond Indenture

The Bonds (which include the 2015 Bonds and any Additional Bonds) are payable solely from and secured by Revenues available under the Bond Indenture and the amounts held in certain funds held by the Bond Trustee under the Bond Indenture. "Revenues" are defined under the Bond Indenture to include all payments received by the Infrastructure Bank or the Bond Trustee from or on behalf of the Academy Museum Foundation (except Additional Payments paid by the Academy Museum Foundation pursuant to the Loan Agreement and any amounts paid by the Academy Museum Foundation pursuant to the indemnification provisions of the Loan Agreement), including, without limiting the generality of the foregoing, Loan Payments (including both timely and delinquent payments, any late charges, and whether paid from any source), prepayments of all or any part of the Loan Payments and all interest, profits or other income derived from the investment of any money in any fund or account established pursuant to the Bond Indenture (except to the extent such interest, profits or other income is required to be transferred to or retained in the Rebate Fund pursuant to the Bond Indenture or the Tax Regulatory Agreement) and payments made by an Obligated Group Member pursuant to Obligation No. 1 or Obligation No. 2.

Pursuant to the Bond Indenture, the Infrastructure Bank pledges in favor of the Bond Trustee, for the benefit of the Holders from time to time of the Bonds, any Special Purchasers from time to time and any Credit Facility Providers from time to time (collectively, the "Secured Beneficiaries"), to secure the payment of the principal of and premium, if any, and interest on the Bonds and Reimbursement Obligations in accordance with their terms and the provisions of the Bond Indenture and the related Credit Facility Provider Agreement, respectively, together with all other obligations of the Borrower under each Credit Facility Provider Agreement and Direct Purchase Agreement (collectively, the "Secured Interests"). all of the Revenues and any other amounts (including proceeds of the sale of Bonds, but excluding Additional Payments and any other sums due to the Infrastructure Bank pursuant to the Reserved Rights) held in any fund or account established pursuant to the Bond Indenture other than the Rebate Fund (which shall be governed by certain provisions of the Bond Indenture) or remarketing proceeds (provided that remarketing proceeds obtained upon a Conversion to a new Interest Rate Period will only be pledged to the Series of Bonds which are subject to mandatory tender and/or being converted). See APPENDIX C- "SUMMARY OF PRINCIPAL DOCUMENTS- INDENTURE­ Pledge and Assigrnnent of Revenues and Rights under the Loan Agreement" herein.

16 Loan Agreement

Under the Loan Agreement, the Academy Museum Foundation has an unconditional general obligation to pay the Loan Payments, which payments are due in amounts and at the times necessary to pay the principal (whether at maturity or upon acceleration or prior redemption) of, premium, if any, and interest to the date of maturity or redemption of the Bonds.

The Bond Indenture and the Loan Agreement may be amended under certain circumstances without the consent of the Holders of the 2015 Bonds. See APPENDIX C - "SUMMARY OF PRINCIPAL DOCUMENTS - INDENTURE - Other Covenants; Amendment of Agreement," " Modification without Consent ofBondho1ders" and"- Modification with Consent ofBondho1ders."

Obligation No. 1 is being issued by the Obligated Group to evidence the Obligated Group Members' joint and several obligation to ensure performance of the obligations of the Academy Museum Foundation arising under the Loan Agreement relating to the 2015A Bonds, including without limit, Loan Payments and Additional Payments when due.

Obligation No. 2 is being issued by the Obligated Group to evidence the Obligated Group Members' joint and several obligation to ensure performance of the obligations of the Academy Museum Foundation arising under the Loan Agreement relating to the 2015B Bonds, including without limit, Loan Payments and Additional Payments when due.

During the Initial Index Mode Rate Period of the 2015B Bonds, the Tender Price of the 2015B Bonds on the Scheduled Mandatory Tender Date is payable from the proceeds of a successful remarketing; however, in the event the 2015B Bonds are not successfully remarketed on the Scheduled Mandatory Tender Date, the Academy Museum Foundation has no obligation to purchase any 2015B Bonds on the Scheduled Mandatory Tender Date with its own funds, and the failure to purchase the 2015B Bonds on a Scheduled Mandatory Tender Date will not constitute an Event of Default under the Bond Indenture or the Loan Agreement. See "CERTAIN INVESTMENT CONSIDERATIONS- No Obligation to Purchase Bonds Subject to Mandatory Tender for Purchase."

The Obligations

Joint and Several Obligations of the Obligated Group Members. Obligation No. 1 is a joint and several obligation of each Obligated Group Member to make payments at the times and in the amounts required for payments to be made by the Academy Museum Foundation under the Loan Agreement, including but not limited to payments of principal of, and interest on, the 2015A Bonds. Obligation No.2 is a joint and several obligation of each Obligated Group Member to make payments at the times and in the amounts required for payments to be made by the Academy Museum Foundation under the Loan Agreement, including but not limited to payments of principal of, and interest on, the 2015B Bonds. Obligation No. 1 and Obligation No. 2 incorporate the terms and conditions, including the covenants, contained in the Master Indenture, as supplemented. Under the Master Indenture, each Obligated Group Member jointly and severally covenants and agrees (a) to pay or cause to be paid promptly all Required Payments (as defmed in the Master Indenture) at the place, on the dates and in the manner provided in the Master Indenture, in any Related Supplement and in said Obligations and (b) to faithfully observe and perform all of the conditions, covenants and requirements of the Master Indenture, any Related Supplement and any Obligation.

The obligation of each Obligated Group Member to make Required Payments is a joint and several obligation of such Obligated Group Member is a continuing one and is to remain in effect until all Required Payments have been paid in full in accordance with the Master Indenture.

17 The Master Indenture provides that each Obligation issued thereunder shall be a primary obligation and shall not be treated as ancillary to or collateral with any other obligation and shall be independent of any other security so that the covenants and agreements of each Obligated Group Member under the Master Indenture will be enforceable without first having recourse to any such security or source of payment and without first taking any steps or proceedings against any other Person. The Obligated Group Representative and the Master Trustee are each empowered to enforce each covenant and agreement, as provided in the Master Indenture, and to enforce the making of Required Payments.

No Withdrawal from ObUgated Group. The Master Indenture prohibits any Obligated Group Member from withdrawing from the Obligated Group unless its assets are transferred to another Obligated Group Member.

Gross Revenue Fund. Under the Master Indenture, "Gross Revenues" means all revenues, income, receipts and money actually received by or on behalf of each Obligated Group Member from all sources, including (a) gross revenues derived from its operation and possession of such Obligated Group Member's facilities; (b) gifts, grants, bequests, donations and contributions; and (c) proceeds derived from (i) condemnation proceeds, (ii) accounts receivable, (iii) securities and other investments, (iv) inventory and other tangible and intangible property, (v) insurance proceeds and (vii) contract rights and other rights and assets now or hereafter owned by each Obligated Group Member; provided, however, that "Gross Revenues" shall not include any gifts, grants, bequests, donations or contributions (or the income derived from the investment thereof) to the extent specifically restricted by the donor to a particular purpose inconsistent with their use for the payment of Required Payments; and provided, further, that "Gross Revenues" shall not include investment income to the extent accrued but not received in cash.

Pledge of Gross Revenues. In the Master Indenture, each Obligated Group Member covenants and agrees that, so long as any of the Obligations remain Outstanding, all of the Gross Revenues of the Obligated Group (other than Gross Revenues consisting of investment income, which shall constitute Gross Revenues and be subject to the pledge, assignment and security interest created by the Master Indenture to the extent actually received in cash, but need not be deposited in the Gross Revenue Fund unless the Gross Revenue Fund has been transferred to the name and credit of the Master Trustee, in which case each Member will transfer to the Gross Revenue Fund investment income actually received in cash from and after the date the Gross Revenue Fund is so transferred to the name and credit of the Master Trustee) will be deposited as soon as practicable upon receipt in a fund designated as the "Gross Revenue Fund" which the Obligated Group Members shall establish and maintain, subject to the provisions of the Master Indenture, in one or more accounts at such banking institution or institutions as the Obligated Group Members shall from time to time designate in writing to the Master Trustee for such purpose (the "Depository Bank(s)'') and which shall enter into a Deposit Account Control Agreement with the applicable Member and the Master Trustee.

As security for the payment of Required Payments and the performance by the Obligated Group Members of their other obligations under the Master Indenture, each Obligated Group Member pledges and assigns to the Master Trustee, and grants to the Master Trustee a security interest in, all its right, title and interest, whether now owned or hereafter acquired, in and to the Gross Revenues and the Gross Revenue Fund (collectively, the "Collateral''). Each Obligated Group Member will execute a Deposit Account Control Agreement, will execute and cause to be filed Uniform Commercial Code financing statements, and will execute and deliver such other documents (including, but not limited to, continuation statements and amendments to such Uniform Commercial Code financing statements) as may be necessary or reasonably requested by the Master Trustee in order to perfect or maintain the perfection of such security interest. See APPENDIX C- "SUMMARY OF PRINCIPAL DOCUMENTS- MASTER INDENTURE- Gross Revenue Fund."

18 If Gross Revenues are deposited in the Gross Revenue Fund and such amounts are thereafter withdrawn from the Gross Revenue Fund as permitted by the provisions in the next paragraph, such amounts shall cease to be subject to the pledge and security interest created by the Master Indenture. In the case of Gross Revenue constituting investment income, if such Gross Revenues are not then required to be deposited in the Gross Revenue Fund as described above, such Gross Revenues shall cease to be subject to the pledge and security interest created by the Master Indenture upon receipt of such Gross Revenues by the applicable Member. For the avoidance of doubt, no proceeds of the Gross Revenues shall be subject to the pledge and security created by the Master Indenture.

Amounts in the Gross Revenue Fund may be used and withdrawn by any Member at any time for any lawful purpose, except as described below. In the event that the payment of any Required Payment is delinquent for more than one business day with respect to any Obligation issued pursuant to a Related Supplement, the Master Trustee, upon notice from the Obligated Group Representative or actual knowledge of such delinquency, will notify the Obligated Group Representative and the Depository Bank(s) of such delinquency, and, unless such Required Payment is paid, or provision for payment is duly made, in a manner satisfactory to the Master Trustee, within five Business Days after receipt of such notice, the Obligated Group Representative or the appropriate Member will cause the Depository Bank(s) to transfer the Gross Revenue Fund to the name and credit of the Master Trustee. The Gross Revenue Fund will continue to be held in the name and to the credit of the Master Trustee until the amounts on deposit in said fund are sufficient to pay in full, or have been used to pay in full, all Required Payments in default and all other Events of Default known to the Master Trustee will have been made good or cured to the satisfaction of the Master Trustee or provision deemed by the Master Trustee to be adequate shall have been made therefor, whereupon the Gross Revenue Fund (except for the Gross Revenues required to make such payments or cure such defaults) will be returned to the name and credit of the appropriate Members. During any period that the Gross Revenue Fund is held in the name and to the credit of the Master Trustee, the Master Trustee will use and withdraw amounts in said Fund from time to time ( 1) first, to make Required Payments as such payments become due during such period (whether by maturity, redemption, acceleration or otherwise), and, if such amounts shall not be sufficient to pay in full all such payments due on any date, then to the payment of Required Payments ratably without any discrimination or preference, and (2) second, to such other payments in the order which the Master Trustee, in its discretion, shall determine to be in the best interests of the Holders of Obligations without discrimination or preference. During any period that the Gross Revenue Fund is held in the name and to the credit of the Master Trustee, the Obligated Group Members will not be entitled to use or withdraw any of the Gross Revenues of the Obligated Group unless and to the extent that the Master Trustee at its sole discretion so directs for the payment of current or past due operating expenses of the Obligated Group Members; provided, however, that the Obligated Group Members will be entitled to use or withdraw any amounts in the Gross Revenue Fund which do not constitute Gross Revenues.

Limitations against Encumbrances upon the Gross Revenues under the Master Indenture. Each Obligated Group Member, respectively, covenants and agrees that it will not create, assume or suffer to exist any Lien upon the Gross Revenues; provided, however, each Obligated Group Member may create, assume or suffer to exist Permitted Liens on the Gross Revenues.

No Credit Facility or Liquidity Faeility

The 2015 Bonds will not be secured by any credit facility or liquidity facility.

Existing Debt ofthe Obligated Group

The Obligated Group is currently subject to financial obligations under the Refunded Bonds, the CNB Note, and the Swap Agreement. Upon the delivery of the 2015 Bonds, the redemption of the

19 Refunded Bonds, the prepayment of the CNB Note, and the termination of the Swap Agreement, the 2015 Bonds will be the only material indebtedness of the Obligated Group.

Additional Bonds and Indebtedness

In addition to the 2015 Bonds, the Obligated Group Members also have incurred ordinary course liabilities outstanding. See APPENDIX B - "ACADEMY OF MOTION PICTURE ARTS AND SCIENCES CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED JUNE 30, 2015, 2014 AND 2013."

Subject to the covenant under the Master Indenture restricting the incurrence of Additional Indebtedness, one or more series of Additional Bonds may be issued and one or more swap agreements may be entered into as permitted by the Bond Indenture on a parity basis with the 2015 Bonds. In addition, the Academy Museum Foundation may incur indebtedness and liabilities other than Additional Bonds under the Bond Indenture, and such indebtedness or liabilities may be incurred under documents other than the Bond Indenture and the Loan Agreement and by an issuer other than the Infrastructure Bank.

Under the Master Indenture, each Obligated Group Member covenants and agrees that it will not incur any Additional Indebtedness (including Guaranties) if its debt rated by a Rating Agency (including, but not limited to, for this purpose, direct obligations of the applicable Obligated Group Member, obligations secured by an Obligation, Related Bonds, and any other conduit bonds issued on behalf of the Obligated Group Member that are rated by a Rating Agency) is at such time lower than "A-/A3" or the incurrence of such additional debt wonld cause a downgrade of the rated debt of the Obligated Group Member or the Obligated Group to lower than "A-/A3" as evidenced by the rating confirmation required by the following sentence. Prior to incurring such proposed Additional Indebtedness, the applicable Obligated Group Member will obtain from the applicable Rating Agencies confirmation of the current ratings of its debt (including the Obligated Group) and the ratings on any such proposed Additional Indebtedness and such rating confirmations shall be provided to the Master Trustee.

See "CERTAIN INVESTMENT CONSIDERATIONS - General Risks of Debt and Future Debt," "- Risks to the Academy Museum Foundation under the Swap Agreement," and APPENDIX C - "SUMMARY OF PRINCIPAL DOCUMENTS- INDENTURE- Issuance of Additional Bonds."

CERTAIN INVESTMENT CONSIDERATIONS

The following are certain investment considerations and risk factors that have been identified by the Academy Museum Foundation and should be carefully considered by prospective purchasers of the 2015 Bonds. The following list should not be considered to be exhaustive and has been prepared by the Academy Museum Foundation within the context of this Official Statement, including APPENDIXA­ "THE ACADEMY OF MOTION PICTURE ARTS AND SCIENCES AND THE OTHER MEMBERS OF THE ACADEMY OBLIGATED GROUP" and APPENDIX B- "ACADEMY OF MOTION PICTURE ARTS AND SCIENCES CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED JUNE 30, 2015, 2014 AND 2013." Investors are encouraged to read APPENDIX A and APPENDIX B in their entirety. Inclusion of certain factors below are not intended to signify that there are not other investment considerations or risks attendant to the 2015 Bonds that are as material to an investment decision with respect to the 2015 Bonds as those that are described or apparent elsewhere herein.

20 General

As noted under "SECURITY FOR THE BONDS" herein, the 2015 Bonds are payable from Loan Payments made by the Academy Museum Foundation under the Loan Agreement and amounts paid by the Obligated Group under Obligation No. 1 and Obligation No. 2. The Obligated Group's income depends on several financial, operating and other economic conditions, Academy Awards broadcast revenue, the results of the Obligated Group Members' annual and long-term fundraising campaigns, the value and rate of return on the AMPAS investment portfolio, the number of paid admissions, the demand for the Academy Museum Foundation's programs and exhibitions and the non-profit status of the Obligated Group Members. These conditions, in tum, are affected by local and national general economic and other conditions, including demographic changes, a change in the age composition of the population or a decline in the economic conditions of the market area, legislation, governmental regolations, and catastrophic or other events damaging any of the Academy Museum Foundation's existing and future facilities. A decline or a slower-than-expected increase in the Obligated Group's income or unexpected increases in expenses may materially impair its ability to make Loan Payments.

Decrease in Revenue from the Oscars®

The Oscars® is the source of substantial revenue for AMP AS, and thus the Obligated Group. A decrease of revenues generated from the Oscars® could have a material impact on the ability of the Obligated Group to pay payments due relating to the 2015 Bonds. A decrease of revenues generated from the Oscars® may be caused by several factors, including but not limited to, the decrease in the value of the broadcast rights of the Oscars®, the unavailability of a facility to host the Oscars®, the decrease of popularity of motion pictures, labor issues, and increased competition from other awards for motion pictures.

Delays in Construction and Construction Risks

Delays in completion of the construction of the Academy Museum could extend the period during which the Academy Museum does not generate revenue. Such delay could arise from any number of causes, including but not limited to, inability to negotiate construction or subcontractor contracts, future financing difficulties, construction contract difficulties or disputes, adverse weather conditions, natural disasters, arson or vandalism, unavailability of subcontractors, negligence on the part of subcontractors, problems with materials, labor disputes, or unanticipated or increased costs of construction or renovation. See "PLAN OF FINANCE AND REFUNDING." Any of these events or occurrences, separately or in combination, could have a material adverse effect on the Academy Museum Foundation's ability to complete the Academy Museum or to complete it as planned and on the schedule as described in APPENDIX A - "THE ACADEMY OF MOTION PICTURE ARTS AND SCIENCES AND THE OTHER MEMBERS OF THE ACADEMY OBLIGATED GROUP- ACADEMY MUSEUM PROJECT - Project Schedule" attached hereto, and could have a related effect on the net available revenues of the Obligated Group. A prolonged delay in completion of the Academy Museum could force the delay of the opening of the Academy Museum.

Actual construction costs may exceed the budgeted costs for the Academy Museum project. In such event, the scope of the Academy Museum project could be reduced, additional fundraising might need to be undertaken or the Obligated Group would be required to provide additional funds. The Obligated Group is relying on future fundraising to pay a portion of the costs of the Academy Museum project and to repay the Bonds. Certain committed pledges may be terminated at the respective donors' election ifthere are substantial construction delays. There can be no assurance such pledged funds will be available as projected.

21 No Academy Museum Foundation Obligation to Purchase 2015B Bonds on Scheduled Mandatory Tender Date

The Academy Museum Foundation has no obligation to purchase any 2015B Bonds on the Scheduled Mandatory Tender Date with its own funds, and the failure to purchase the 2015B Bonds on the Scheduled Mandatory Tender Date will not constitute an Event of Default under the Bond Indenture or the Loan Agreement and the 2015B Bonds will continue to be held by the Holders thereof. See "THE 2015 BONDS- Delayed Remarketing Period."

The 2015 Bonds are Limited Obligations of the Infrastructure Bank

The 2015 Bonds are limited obligations of the Infrastructure Bank and are not a lien or charge upon the funds or property of the Infrastructure Bank, except to the extent of the pledge and the assignment provided in the Bond Indenture. Neither the State of California nor the Infrastructure Bank shall be obligated to pay the principal of, premium, if any, or the interest on the 2015 Bonds, except from Revenues received by the Infrastructure Bank and other amounts pledged under the Bond Indenture. Neither the full faith and credit nor the taxing power of the State of California is pledged to the payment of the principal of, premium, if any, or interest on, the 2015 Bonds. The Infrastructure Bank has no taxing power. The 2015 Bonds are not a debt of the State of California and said State is not liable for payment thereof.

General Risks of Debt and Future Debt

Under the Master Indenture, the Obligated Group is pennitted to incur additional debt. See "SECURITY FOR THE BONDS -Additional Bonds and Indebtedness."

The Obligated Group Members' indebtedness (whether or not any additional indebtedness is incurred after the issuance of the 2015 Bonds) could have a material effect on the Obligated Group Members' operations, which may, among other things:

• Limit the Obligated Group Members' ability to borrow additional amounts for working capital, capital expenditures, acquisitions, debt service requirements and other purposes;

• Require the Obligated Group Members to dedicate a significant portion of their cash flow to pay principal and interest on the 2015 Bonds and its other debt, which will reduce the funds available for working capital, capital expenditures and other general administrative and educational purposes;

• Require the Obligated Group Members to pay principal and interest on any such other debt before the principal or interest of the 2015 Bonds is due which may reduce the amount of cash and investments the Obligated Group Members would have to pay principal and interest on the 2015 Bonds; and

• Limit each Obligated Group Member's ability to plan for and react to changes in its business and industry thereby making the Obligated Group Members more vulnerable to adverse changes in general economic, industry and competitive conditions.

Any of the above listed factors could have a material adverse effect on the financial condition of the Obligated Group Members and their ability to make debt service payments sufficient to pay the principal and interest on the 2015 Bonds when due or at all. Further, the 2015B Bonds that are issued include the risks inherent in debt that is subject to mandatory tender for purchase, which include the risk

22 of whether the Obligated Group Members will have market access needed to remarket such debt and, in the event of a failed remarketing, significant increases in payment obligations as a result of step-ups in interest rates and accelerated requirements to pay principal.

Investment of Funds Risk

Each Obligated Group Member invests its money pursuant to investment policies adopted by its respective Board of Trustees or Board of Governors, as the case may be, from time to time. See APPENDIX A - "THE ACADEMY OF MOTION PICTURE ARTS AND SCIENCES AND THE OTHER MEMBERS OF THE ACADEMY OBLIGATED GROUP- ACADEMY OBLIGATED GROUP REVENUE SOURCES - Investment Income" and the financial statements of the Obligated Group attached as APPENDIX B for a summary of the investments of the Obligated Group Members as of the date of such financial statements. All investments contain a degree of risk. Such risks include, but are not limited to, a lower rate of return than expected, loss of market value and loss or delayed receipt of principal. Such investments (and the proceeds thereof) are a potential source of repayment of principal and interest on the 2015 Bonds. The occurrence of these events with respect to amounts held under the Bond Indenture or by the Obligated Group Members could have a material adverse effect on the Obligated Group Members' financial condition.

Fundraising

The Academy Museum Foundation plans to use donor contributions received by the Foundation from its capital campaign to pay a portion of the costs of the Academy Museum and to pay the principal of the 2015 Bonds. Fundraising results are difficult to predict as a result of a variety of factors, including the voluntary nature of charitable giving, the effect of the general and local economy on giving, the effectiveness of the marketing of a fundraising campaign, the deductibility of the gifts under federal income tax rules and many other factors. Even though the Foundation has received pledge commitments from numerous donors, many of the pledge commitments extend over a period of years and there is a risk that donors may default on their commitments. In addition, the Foundation is still seeking pledge commitments from additional donors and such effort is expected to continue for the next several years. No assurance can be given that a sufficient amount of new commitments from additional donors will be obtained or, if obtained, that such commitments will be honored by the committing donors.

Claims and Insurance Coverage

The insurance requirements imposed by the Master Indenture are limited, and insurance proceeds may not be available to cover all claims or risks relating to Obligated Group Members' facilities and the Obligated Group Members themselves. Litigation could arise from the business activities of an Obligated Group Member, including, without limitation, from its status as an employer or as the owner and operator of the Academy Museum. While many of these risks are covered by insurance, some may not be covered.

Pursuant to the Master Indenture, each Obligated Group Member, respectively, covenants and agrees that it will keep the Property, Plant and Equipment and all of its operations adequately insured at all times with insurance companies or by means of self-insurance, of such type, against such risk and in such amounts as are customarily carried by museums located in the state of California of a nature similar to that of the Academy Museum Foundation, which insurance includes property damage, fire and extended coverage, public liability and property damage liability insurance. See APPENDIX A- "THE ACADEMY OF MOTION PICTURE ARTS AND SCIENCES AND THE OTHER MEMBERS OF THE ACADEMY OBLIGATED GROUP - OTHER PERTINENT INFORMATION - Risk Management." Future increases in insurance premiums and future limitations on the availability of certain types of

23 insurance coverage could have an adverse impact on the Academy Museum Foundation's financial condition and operations.

Natural Disasters

Potential natural disasters and environmental conditions may adversely affect the Obligated Group Members and their assets. The Academy Museum is to be located in close proximity to various mapped earthquake faults. In addition, the Academy Museum may also be at risk from other events, such as damaging storms, floods, fires and explosions, sabotage, terrorism, riots and spills of hazardous substances. Any of these events could materially impair the ability of the Academy Museum to operate, which could materially reduce donations received from the Foundation's annual fundraising and other fundraising campaigns of the Obligated Group Members. Any of these events could adversely affect the ability of the Academy Museum Foundation and the other Obligated Group Members to make timely payments of principal of, premium, if any, and interest on the 2015 Bonds.

Competition

Attendance at the Academy Museum will be affected by competition from other cultural and entertainment venues and activities in Los Angeles County in particular and greater Southern California in general. There are numerous other art and cultural programs in Los Angeles County providing programs which will compete with the Academy Museum. Competition from other art and cultural institutions could adversely affect attendance at the Academy Museum and the Foundation's fundraising efforts, as many of these institutions are actively seeking donations from similar donors.

Tax-Exempt Status

Tax-Exempt Status ofInterest on the 2015 Bonds. The Code imposes a number of requirements that must be satisfied for interest on state and local obligations, such as the 2015 Bonds, to be excludable from gross income for federal income tax purposes. These requirements include limitations on the use of 2015 Bond proceeds, limitations on the investment earnings of 2015 Bond proceeds prior to expenditure, a requirement that certain investment earnings on 2015 Bond proceeds be paid periodically to the United States and a requirement that issuers file an information report with the Internal Revenue Service (the "lRS"). Each of the Infrastructure Bank and the Academy Museum Foundation have covenanted in certain of the documents referred to herein, to the extent within its control, that it will comply with such requirements. The failure by the Academy Museum Foundation to comply with the requirements stated in the Code and related regulations, rulings and policies may result in the treatment of interest on the 2015 Bonds as taxable, retroactively to the date of original issuance of the 2015 Bonds.

The Academy Museum Foundation has not sought to obtain a private letter ruling from the lRS with respect to the tax-exempt status of the 2015 Bonds, and the opinion of Hawkins Delafield & Wood LLP is not binding on the IRS. There is no assurance that an lRS examination of the 2015 Bonds will not adversely affect the market value of the 2015 Bonds. See "TAX MATTERS."

Tax-Exempt Status of Museum Foundation. The tax-exempt status of interest on the 2015 Bonds presently depends upon the maintenance by the Academy Museum Foundation of its status as an organization described in Section 501(c)(3) of the Code. The maintenance of the Academy Museum Foundation's status as such an organization is contingent upon compliance with general rules promulgated in the Code and related regulations regarding the organization and operation of tax-exempt entities, including their operation for charitable purposes and their avoidance of transactions which may cause their earnings or assets to inure to the benefit of private individuals. Compliance with the general rules for tax-exempt entities requires a high level of administrative oversight.

24 As a result of on-going IRS audit programs, tax-exempt organizations are increasingly subjected to high levels of scrutiny. One penalty available to the IRS under the Code with respect to a tax-exempt charity engaged in unlawful, private benefit or political activity is the revocation of tax-exempt status. Loss of tax-exempt status of the Academy Museum Foundation would most likely result in loss of tax exemption of interest on the 2015 Bonds and of other tax-exempt debt related to the Academy Museum Foundation.

Tax-Exempt Status of the Obligated Group Members. Loss of the tax-exempt status of any Obligated Group Member could also have material adverse consequences on the financial condition of the Obligated Group. Such loss of tax-exempt status would affect the applicable Obligated Group Member's ability to fundraise effectively and make such Obligated Group Member subject to income taxes and property taxes.

Unrelated Business Income. In recent years, the IRS and the State of California have been undertaking audits and reviews of the operations of tax-exempt organizations with respect to their exempt activities and the generation of unrelated business taxable income ("UBTr'). The Obligated Group Members have not historically generated UBTI in the past several years. Should the Obligated Group Members begin to generate UBTI in the future, an investigation or audit into accounting or reporting of UBTI could lead to a challenge which could result in taxes, interest and penalties with respect to unreported UBTI and in some cases could ultimately affect the tax-exempt status of the applicable Obligated Group Member and, in the case of the Academy Museum Foundation, the exclusion from gross income for federal income tax pUiposes of the interest on the 2015 Bonds.

No Reserve Fund

There is no debt service reserve fund established and available to pay debt service on the 2015 Bonds.

Bankruptcy and Enforcement of Rights and Remedies

The rights and remedies available to the Bond Trustee or the Bondholders upon an Event of Default under the Bond Indenture or under the Loan Agreement or the Master Trustee under the Master Indenture, including the ability to enforce the pledge of the Obligated Group Members' revenues under the Master Indenture, are in many respects subject to legal and practical limitations and dependent upon judicial actions that are often subject to discretion and delay, and such remedies may not be readily available or may be limited. In particular, under the United States Bankruptcy Code, a voluntary bankruptcy petition may be filed with respect to any Obligated Group Member. In general, the filing of any such petition operates as a stay against enforcement of the terms of the agreements to which the bankrupt entity is a party, and, in the bankruptcy process, executory contracts such as the Loan Agreement, the Bond Indenture, Obligation No. 1, Obligation No. 2, and the Master Indenture may be subject to assumption or rejection by the bankrupt party. In the event of any such rejection, the non­ rejecting party or its assigns may become an unsecured claimant of the rejecting party. The various legal opinions to be delivered concurrently with the 2015 Bonds (including Bond Counsel's approving opinion and the opinion of counsel to the Obligated Group) will be qualified, as to the enforceability of the various legal instruments, by limitations imposed by bankruptcy, reorganization, insolvency or other similar laws affecting the rights of creditors generally and by general principles of equity applied in the exercise ofjudicial discretion.

25 FORWARD-LOOKING STATEMENTS

Certain statements included or incurporated by reference in this Official Statement constitote "forward-looking statements." Such statements are generally identifiable by the terminology used such as "anticipate," "plan," "expect," "estimate," "budget," "intend," "projection" or other similar words.

The achievement of results or other expectations contained in such forward-looking statements involve known and unknown risks, uncertainties and other factors (including, but not limited to, the risks described under the heading "CERTAIN INVESTMENT CONSIDERATIONS") which may cause actoal results, performance or achievements described to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The Academy Museum Foundation does not plan to issue any updates or revisions to such forward-looking statements if or when its expectations, or events, conditions or circumstances on which such forward-looking statements are based occur.

TAX MATTERS

Opinion of Bond Counsel

In the opinion of Hawkins Delafield & Wood LLP, Bond Counsel to the Infrastructore Bank, under existing statotes and court decisions and assuming continuing compliance with certain tax covenants described herein, (i) interest on the 2015 Bonds is excluded from gross income for Federal income tax purposes pursuant to Section 103 of the Internal Revenue Code of 1986, as amended (the "Code''), and (ii) interest on the 2015 Bonds is not treated as a preference item in calculating the alternative minimum tax imposed on individuals and corporations under the Code; such interest, however, is included in the adjusted current earnings of certain corporations for purposes of calculating the alternative minimum tax imposed on such corporations. In rendering its opinion, Bond Counsel has relied on certain representations, certifications of fact, and statements of reasonable expectations made by the Infrastructore Bank and the Academy Museum Foundation in connection with the 2015 Bonds, and Bond Counsel has assumed compliance by the Infrastructure Bank and the Academy Museum Foundation with certain ongoing covenants to comply with applicable requirements of the Code to assure the exclusion of interest on the 2015 Bonds from gross income under Section 103 of the Code. In addition, in rendering its opinion, Bond Counsel has relied on the opinion of counsel to the Academy Museum Foundation regarding, among other matters, the current qualifications of the Academy Museum Foundation as an organization described in Section 501(c)(3) of the Code.

In addition, in the opinion of Bond Counsel, under existing statotes, interest on the 2015 Bonds is exempt from State of California personal income tax.

Bond Counsel expresses no opinion regarding any other Federal or state tax consequences with respect to the 2015 Bonds. Bond Counsel renders its opinion under existing statotes and court decisions as of the issue date, and assumes no obligation to update, revise or supplement its opinion to reflect any action hereafter taken or not taken, or any facts or circumstances that may hereafter come to its attention, or changes in law or in interpretations thereof that may hereafter occur, or for any other reason. Bond Counsel expresses no opinion on the effect of any action hereafter taken or not taken in reliance upon an opinion of other counsel on the exclusion from gross income for Federal income tax purposes of interest on the 2015 Bonds, or under state and local tax law.

26 Certain Ongoing Federal Tax Requirements and Covenants

The Code establishes certain ongoing requirements that must be met subsequent to the issuance and delivery of the 2015 Bonds in order that interest on the 2015 Bonds be and remain excluded from gross income under Section 103 of the Code. These requirements include, but are not limited to, requirements relating to use and expenditure of gross proceeds of the 2015 Bonds, yield and other restrictions on investments of gross proceeds, and the arbitrage rebate requirement that certain excess earuings on gross proceeds be rebated to the Federal government. Noncompliance with such requirements may cause interest on the 2015 Bonds to become included in gross income for Federal income tax purposes retroactive to their issue date, irrespective of the date on which such noncompliance occurs or is discovered. Each of the Infrastructure Bank and the Academy Museum Foundation has covenanted, to the extent within its control, to comply with certain applicable requirements of the Code to assure the exclusion of interest on the 2015 Bonds from gross income under Section 103 of the Code.

Certain Collateral Federal Tax Consequences

The following is a brief discussion of certain collateral Federal income tax matters with respect to the 2015 Bonds. It does not purport to address all aspects of Federal taxation that may be relevant to a particular owner of a 2015 Bond. Prospective investors, particularly those who may be subject to special rules, are advised to consult their own tax advisors regarding the Federal tax consequences of owuing and disposing of the 2015 Bonds.

Prospective owners of the 2015 Bonds should be aware that the ownership of such obligations may result in collateral Federal income tax consequences to various categories of persons, such as corporations (including S corporations and foreign corporations), financial institutions, property and casualty and life insurance compauies, individual recipients of Social Security and railroad retirement benefits, individuals otherwise eligible for the earned income tax credit, and taxpayers deemed to have incurred or continued indebtedness to purchase or carry obligations the interest on which is excluded from gross income for Federal income tax purposes. Interest on the 2015 Bonds may be taken into account in determiuing the tax liability of foreign corporations subject to the branch profits tax imposed by Section 884 of the Code.

Original Issue Discount

"Original issue discount" ("OlD") is the excess of the swn of all amounts payable at the stated maturity of a 2015 Bond (excluding certain "qualified stated interest" that is unconditionally payable at least annually at prescribed rates) over the issue price of that maturity. In general, the "issue price" of a maturity means the first price at which a substantial amount of the 2015 Bonds of that maturity was sold (excluding sales to bond houses, brokers, or similar persons acting in the capacity as underwriters, placement agents, or wholesalers). In general, the issue price for each maturity of 2015 Bonds is expected to be the iuitial public offering price set forth on the cover page of this Official Statement. Bond Counsel further is of the opiuion that, for any 2015 Bonds having OlD (a "Discount Bond"), OlD that has accrued and is properly allocable to the owners of the Discount Bonds under Section 1288 of the Code is excludable from gross income for Federal income tax purposes to the same extent as other interest on the 2015 Bonds.

In general, under Section 1288 of the Code, OlD on a Discount Bond accrues under a constant yield method, based on periodic compounding of interest over prescribed accrual periods using a compounding rate determined by reference to the yield on that Discount Bond. An owner's adjusted basis in a Discount Bond is increased by accrued OlD for purposes of determining gain or loss on sale, exchange, or other disposition of such 2015 Bond. Accrued OlD may be taken into account as an

27 increase in the amount of tax-exempt income received or deemed to have been received for purposes of determining various other tax consequences of owning a Discount Bond even though there will not be a corresponding cash payment.

Owners of Discount Bonds should consult their own tax advisors with respect to the treatment of original issue discount for Federal income tax purposes, including various special rules relating thereto, and the state and local tax consequences of acquiring, holding, and disposing of Discount Bonds.

Bond Premium

In general, if an owner acquires a 2015 Bond for a purchase price (excluding accrued interest) or otherwise at a tax basis that reflects a premium over the sum of all amounts payable on the 2015 Bond after the acquisition date (excluding certain "qualified stated interest" that is unconditionally payable at least annually at prescribed rates), that premium constitutes "bond premium" on that 2015 Bond (a "Premium Bond"). In general, under Section 171 of the Code, an owner of a Premium Bond must amortize the bond premium over the remaining term of the Premium Bond, based on the owner's yield over the remaining term of the Premium Bond determined based on constant yield principles (in certain cases involving a Premium Bond callable prior to its stated maturity date, the amortization period and yield may be required to be determined on the basis of an earlier call date that results in the lowest yield on such bond). An owner of a Premium Bond must amortize the bond premium by offsetting the qualified stated interest allocable to each interest accrual period under the owner's regular method of accounting against the bond premium allocable to that period. In the case of a tax-exempt Premium Bond, if the bond premium allocable to an accrual period exceeds the qualified stated interest allocable to that accrual period, the excess is a nondeductible loss. Under certain circumstances, the owner of a Premium Bond may realize a taxable gain upon disposition of the Premium Bond even though it is sold or redeemed for an amount less than or equal to the owner's original acquisition cost. Owners of any Premium Bonds should consult their own tax advisors regarding the treatment of bond premium for Federal income tax purposes, including various special rules relating thereto, and state and local tax consequences, in connection with the acquisition, ownership, amortization of bond premium on, sale, exchange, or other disposition of Premium Bonds.

Information Reporting and Backup Withholding

Information reporting requirements apply to interest paid on tax-exempt obligations, including the 2015 Bonds. In general, such requirements are satisfied if the interest recipient completes, and provides the payor with, a Form W-9, "Request for Taxpayer Identification Number and Certification," or if the recipient is one of a limited class of exempt recipients. A recipient not otherwise exempt from information reporting who fails to satisfy the information reporting requirements will be subject to "backup withholding," which means that the payor is required to deduct and withhold a tax from the interest payment, calculated in the manner set forth in the Code. For the foregoing purpose, a "payor" generally refers to the person or entity from whom a recipient receives its payments of interest or who collects such payments on behalf of the recipient.

If an owner purchasing a 2015 Bond through a brokerage account has executed a Form W-9 in connection with the establishment of such account, as generally can be expected, no backup withholding should occur. In any event, backup withholding does not affect the excludability of the interest on the 2015 Bonds from gross income for Federal income tax purposes. Any amounts withheld pursuant to backup withholding would be allowed as a refund or a credit against the owner's Federal income tax once the required information is furnished to the Internal Revenue Service.

28 Miscellaneous

Tax legislation, administrative actions taken by tax authorities, or court decisions, whether at the Federal or state level, may adversely affect the tax-exempt status of interest on the 2015 Bonds under Federal or state law or otherwise prevent beneficial owners of the 2015 Bonds from realizing the full current benefit of the tax status of such interest. In addition, such legislation or actions (whether currently proposed, proposed in the future, or enacted) and such decisions could affect the market price or marketability of the 2015 Bonds. For example, the Fiscal Year 2016 Budget proposed by the Obama Administration recommends a 28% limitation on itemized deductions and "tax preferences," including ''tax-exempt interest." The net effect of such proposal, if enacted into law, would be that an owner of a 2015 Bond with a marginal tax rate in excess of28% would pay some amount of federal income tax with respect to the interest on such 2015 Bond.

Prospective purchasers of the 2015 Bonds should consult their own tax advisors regarding the foregoing matters.

ABSENCE OF MATERIAL LITIGATION

The Infrastructure Bank

There is no action, suit, proceeding, inquiry or investigation at law or in equity or before or by any court, public board or body known to the Infrastructure Bank to be pending or threatened against the Infrastructure Bank wherein an unfavorable decision, ruling or finding would adversely affect (i) the existence or organization of the Infrastructure Bank or the title to office of any member or officer of the Infrastructure Bank or any power of the Infrastructure Bank material to the issuance, sale and delivery of the 2015 Bonds, or (ii) the validity of the proceedings taken by the Infrastructure Bank for the adoption, authorization, execution, delivery and performance by the Infrastructure Bank of, or the validity or enforceability of, the Purchase Contracts (as defined herein) relating to the 2015 Bonds, the Bond Indenture or the Loan Agreement.

The Obligated Group Members, including the Academy Museum Foundation

There is no litigation pending against any Obligated Group Member, including the Academy Museum Foundation, concerning the sale, delivery or validity of the 2015 Bonds, which if determined adversely to the such Obligated Group Member would have a material adverse effect on the consolidated financial position of the Obligated Group.

UNDERWRITING

Pursuant to bond purchase contracts (the "Purchase Contracts") among the Infrastructure Bank, the Treasurer of the State of California (as agent for sale), and Wells Fargo Bank, National Association ("WFBNA" or the "Underwriter"), and approved by the Academy Museum Foundation, the Underwriter has agreed to purchase the 2015A Bonds at a purchase price of $230,431,316.23 (representing the aggregate principal amount of the 2015A Bonds of $212,960,000, plus an original issuance premium of $18,565,432.80, less an Underwriter's discount of $1,094,116.57) and the 2015B Bonds at a purchase price of $127,342,269.85 (representing the aggregate principal amount of the 2015B Bonds of $128,000,000, less an Underwriter's discount of $657,730.15). Wells Fargo Securities is the trade name for certain securities-related capital markets and investment banking services of Wells Fargo & Company and its subsidiaries, including Wells Fargo Bank, National Association.

29 The Underwriter intends to offer the 2015 Bonds to the original purchasers thereof at the offering price and yield set forth on the inside cover of this Official Statement, which offering price and yield may subsequently be changed without any requirement of prior notice. The Underwriter may offer and sell the 2015 Bonds to dealers and others at a price lower than the initial offering price. Each Purchase Contract provide that the Underwriter will purchase all of the 2015 Bonds of the applicable Series if any 2015 Bonds of such Series are purchased and that the obligation to make such purchase is subject to the terms and conditions set forth therein.

WFBNA has entered into an agreement (the "Distribution Agreement") with its affiliate, Wells Fargo Advisors, LLC ("WFA"), for the distribution of certain municipal securities offerings, including the 2015 Bonds. Pursuant to the Distribution Agreement, WFBNA will share a portion of its underwriting or rernarketing agent compensation, as applicable, with respect to the 2015 Bonds with WFA. WFBNA also utilizes the distribution capabilities of its affiliates, Wells Fargo Securities, LLC ("WFSLLC"), for the distribution of municipal securities offerings, including the 2015 Bonds. In connection with utilizing the distribution capabilities of WFSLLC, WFBNA pays a portion of WFSLLC's expenses based on its municipal securities transactions. WFBNA, WFSLLC, and WFA are each wholly-owned subsidiaries of Wells Fargo & Company.

APPROVAL OF LEGALITY

The validity of the 2015 Bonds and certain other legal matters are subject to the approving opinion of Hawkins Delafield & Wood LLP, Bond Counsel to the Infrastructure Bank, and will receive compensation contingent upon the sale and delivery of each series of the 2015 Bonds. A complete copy of the proposed form of the opinion to be delivered by Bond Counsel is contained in APPENDIX D - "FORM OF BOND COUNSEL OPlNlON." Bond Counsel undertakes no responsibility for the accuracy, completeness or fairness of this Official Statement. Certain legal matters will be passed upon for the Infrastructure Bank by its General Counsel, for the Academy Museum Foundation and Obligated Group by its special counsel, Irell & Manella LLP and Adler & Colvin, and for the Underwriter by its counsel Orrick, Herrington & Sutcliffe LLP. Payment of the fees and expenses of Underwriter's Counsel is also contingent upon the sale and delivery of the 2015 Bonds. From time to time, Bond Counsel represents the Underwriter on matters unrelated to the 2015 Bonds.

RATING

Each Series of the 2015 Bonds has been assigned a rating of"Aa2" by Moody's Investors Service ("Moody's") and a rating of "A" by Standard & Poor's Rating Services, a Standard & Poor's Financial Services LLC business ("S&P"). Such credit ratings reflect only the views of such organizations and any desired explanation of the significance of such credit ratings should be obtained from the rating agency furnishing the same, at the following addresses, which are current as of the date of this Official Statement: Moody's Investors Service, 1 World Trade Center, 250 Greenwich Street, 23rd Floor, New York, New York 10007 and Standard & Poor's Rating Service, 55 Water Street, New York, New York 10041. Generally, a rating agency bases its credit rating on the information and materials furnished to it and on investigations, stodies and assumptions of its own. There is no assurance that the ratings will remain in effect for any given period of time or that any such rating will not be revised, either downward or upward, or withdrawn entirely, or a positive, negative or stable outlook announced, by the applicable rating agency, if, in its judgment, circumstances so warrant. Any downward revision or withdrawal of a rating, or announcement of negative outlook may affect the market price for, or the marketability of, the 2015 Bonds. Maintenance of ratings will reqnire periodic review of current financial data and other updating information by assigning agencies.

30 CONTINUING DISCLOSURE

Pursuant to the Continuing Disclosure Agreement dated as of October 22, 2015 (the "Continuing Disclosure Agreement"), between the Academy Museum Foundation and Wells Fargo Bank, National Association (the "Dissemination Agent"), the Academy Museum Foundation has undertaken all responsibilities for any continuing disclosure to Bondholders as described below, and the Infrastructure Bank will have no liability to the Holders of the 2015 Bonds or any other person with respect to Rule 15c2-12 (the "Rule") promulgated by the Securities and Exchange Commission. The Infrastructure Bank has not undertaken any continuing disclosure obligations with respect to the 2015 Bonds and has no duty to enforce the Academy Museum Foundation's undertakings pursuant to the Continuing Disclosure Agreement.

Pursuant to the Continuing Disclosure Agreement, the Academy Museum Foundation has covenanted for the benefit of the Holders and Beneficial Owners of the 2015 Bonds to provide to the Dissemination Agent for dissemination certain financial information and operating data relating to the Obligated Group (the "Annual Report") no later than 180 days after the end of each fiscal year of the Academy Museum Foundation (which fiscal year currently begins on July 1 of each year and ends on the next succeeding June 30), and to provide notices to the Dissemination Agent for dissemination of the occurrence of certain enumerated events. These covenants have been made in order to assist the Underwriter of the 2015 Bonds in complying with the Rule.

The Annual Report and notices of enumerated events will be filed by the Academy Museum Foundation or the Dissemination Agent on behalf of the Academy Museum Foundation with the Municipal Securities Rulemaking Board, through its Electronic Municipal Market Access ("EMMA'') system. In the last five years, no Obligated Group Member has been party to a continuing disclosure undertaking pursuant to the Rule. See APPENDIX E - "FORM OF CONTINUING DISCLOSURE AGREEMENT."

CERTAIN RELATIONSHIPS

Wells Fargo Bank, National Association is serving as the Underwriter for the 2015 Bonds and the Remarketing Agent for the 2015B Bonds. In addition, Wells Fargo Bank, National Association is serving as Master Trustee and Bond Trustee.

INDEPENDENT ACCOUNTANTS

The consolidated financial statements of the Obligated Group for the Fiscal Years Ended June 30, 2015, 2014 and 2013, are included in this Official Statement as Appendix B. These financial statements have been audited by PricewaterhouseCoopers LLP, independent accountants, as stated in their report appearing therein.

[Remainder of Page Intentionally Left Blank]

31 MISCELLANEOUS

Any statements made in this Official Statement involving estimates or matters of opinion, whether or not so expressly stated, are set forth as such and not as representations of fact, and no representation is made that any of the estimates or matters of opinion will be realized. Neither this Official Statement nor any statement that may have been made orally or in writing is to be construed as a contract with the Holders or the Beneficial Owners of the 2015 Bonds.

The Infrastructure Bank has duly authorized the distribution of this Official Statement in connection with the offering of the 2015 Bonds. The Academy Museum Foundation has duly authorized the execution, delivery and distribution of this Official Statement in connection with the offering of the 2015 Bonds. The Infrastructure Bank makes no representations or warranties whatsoever with respect to any information contained herein except for information contained in the sections entitled "THE INFRASTRUCTURE BANK" and "ABSENCE OF MATERIAL LITIGATION- The Infrastructure Bank."

ACADEMY MUSEUM FOUNDATION

Is/ Andrew Horn Chief Financial Officer

32

APPENDIX A

Academy of Motion Picture Arts and Sciences and the Other Members of the Academy Obligated Group

THE ACADEMY OBLIGATED GROUP:

Academy of Motion Picture Arts and Sciences Academy Foundation Archival Foundation Academy Museum Foundation and The Vine Street Archive Foundation

 TABLE OF CONTENTS

Page

INTRODUCTION AND OVERVIEW ...... 1 The Academy and the Academy Obligated Group ...... 1 Academy Mission and Programs ...... 2 The Academy Museum Project ...... 2 Academy Obligated Group History and Membership ...... 3 ACADEMY OBLIGATED GROUP PROGRAMS AND SERVICES ...... 3 The Annual Academy Awards Program and Broadcast ...... 3 Other Academy Obligated Group Programs, Services and Facilities ...... 5 ACADEMY OBLIGATED GROUP REVENUE SOURCES ...... 7 Academy Awards Show Revenues ...... 8 Other Academy Revenues ...... 12 Investment Income ...... 13 Capital Campaign for Academy Museum ...... 14 ACADEMY OBLIGATED GROUP’S SIGNIFICANT NON-CASH ASSETS ...... 15 Real Estate (Owned and Leased) ...... 15 Intellectual Property ...... 15 SELECTED FINANCIAL INFORMATION ...... 15 EMPLOYEE BENEFIT PLANS ...... 17 OTHER PERTINENT INFORMATION ...... 17 Employees ...... 17 Risk Management ...... 17 Seismic Conditions ...... 17 Litigation ...... 17 ACADEMY MUSEUM PROJECT ...... 18 General...... 18 Location of and Access to the Academy Museum Project ...... 18 Project Components ...... 18 Project Schedule ...... 19 Project Management; General Contractor; Architects ...... 20 Environmental Review and Land Use Approvals ...... 21 Anticipated Museum Operating Results ...... 22 Management of the Academy Museum ...... 22 THE ACADEMY – ORGANIZATIONAL INFORMATION ...... 23 Academy Background, History and Mission ...... 23 Academy Membership and Branches ...... 23

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Page

Academy Board of Governors ...... 25 Academy Officers and Management ...... 31 Academy Relationship with other Non-profits in the Academy Obligated Group ...... 34 THE FOUNDATION – ORGANIZATIONAL INFORMATION ...... 34 Foundation Background, History and Mission ...... 34 Foundation Membership, Board of Trustees and Control by the Academy’s Board of Governors ...... 34 Foundation Officers and Management ...... 35 THE ACADEMY MUSEUM FOUNDATION – ORGANIZATIONAL INFORMATION...... 36 Academy Museum Foundation Background, History and Mission ...... 36 Academy Museum Foundation Board of Trustees; Control by the Foundation’s Board of Trustees ...... 36 Academy Museum Foundation Officers and Management ...... 37 THE ARCHIVAL FOUNDATION – ORGANIZATIONAL INFORMATION...... 38 Archival Foundation Background, History and Mission ...... 38 Archival Foundation Board of Trustees; Control by the Foundation’s Board of Trustees ...... 38 Archival Foundation Officers and Management ...... 39 THE VINE STREET ARCHIVE FOUNDATION – ORGANIZATIONAL INFORMATION ...... 40 Vine Street Foundation Background, History and Mission ...... 40 Vine Street Foundation Board of Trustees; Control by the Foundation’s Board of Trustees ...... 41 Vine Street Foundation Officers and Management ...... 42

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ACADEMY OF MOTION PICTURE ARTS AND SCIENCES AND THE OTHER MEMBERS OF THE ACADEMY OBLIGATED GROUP

The information presented in this APPENDIX A has been provided by the Academy Obligated Group (as defined below) and has not been independently verified by the Infrastructure Bank or the Underwriter, and neither the Infrastructure Bank nor the Underwriter guarantees the accuracy or completeness of such information. All initially capitalized terms not defined in this APPENDIX A have the meanings set forth in the Official Statement.

INTRODUCTION AND OVERVIEW

The Academy and the Academy Obligated Group

General. Academy of Motion Picture Arts and Sciences (“AMPAS” or the “Academy”) is a prestigious and world-renowned professional honorary organization. With assets of $550.7 million (as of June 30, 2015) and annual operating revenues of $127.4 million (for fiscal year ended June 30, 2015) for the consolidated group of Academy affiliates, as well as a membership of over 7,000 accomplished men and women working in a wide variety of cinema crafts, the Academy is one of the most successful and widely-recognized entertainment industry professional organizations in the world.

The Academy is known for, among other things, producing and presenting the annual Academy Awards Program (as defined below) during which the Academy Awards of Merit (the “Academy Awards®” or the “Oscars®”) are presented for cinematic achievements in the film industry. Each January, the entertainment community and film fans around the world turn their attention to the Academy Awards®. Public interest and anticipation builds leading up to the Oscar® telecast in February, when tens of millions of television viewers tune in to watch the glamorous ceremony and discover who will receive the highest honors in filmmaking.

Organization Chart. The “Academy Obligated Group,” also sometimes referred to as the “Obligated Group” in the Master Indenture, consists of five related non-profit corporations: the Academy, which is a 501(c)(6) corporation; its 501(c)(3) corporate affiliate, Academy Foundation (the “Foundation”); and the Foundation’s three controlled, supporting 501(c)(3) and 509(a)(3) corporate affiliates – Academy Museum Foundation (formerly known as Homewood Foundation) (the “Academy Museum Foundation”), Archival Foundation (the “Archival Foundation”) and The Vine Street Archive Foundation (the “Vine Street Foundation”). The following chart depicts the relationships among the five corporations:

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The Academy Obligated Group prepares financial statements on a consolidated basis, which are included in APPENDIX B.

Governance and Administration. The Academy is overseen by a 51-member Board of Governors (the “Board of Governors”). That Board of Governors elects the 9-member Board of Trustees of the Foundation which, in turn, appoints the 9-member Board of Trustees of each of the Academy Museum Foundation, the Archival Foundation and the Vine Street Foundation. Administrative activities of the Academy and the rest of the Academy Obligated Group are conducted under the common supervision of the Chief Executive Officer who is appointed by the Board of Governors. Dawn Hudson, Chief Executive Officer, and her current staff of 340 employees conduct the day-to-day business of the Academy, the Foundation, the Academy Museum Foundation, the Archival Foundation and the Vine Street Foundation. Staff members are technically employees of the Academy or the Archival Foundation depending on whether they primarily provide member services (Academy) or work on preservation or programming (the Archival Foundation).

The organization, tax status, governance, boards, management and administration of each member of the Academy Obligated Group are discussed in greater detail below, under “THE ACADEMY – ORGANIZATIONAL DETAIL”, “THE FOUNDATION – ORGANIZATIONAL DETAIL”, “THE ACADEMY MUSEUM FOUNDATION – ORGANIZATIONAL DETAIL”, “THE ARCHIVAL FOUNDATION – ORGANIZATIONAL DETAIL” and “THE VINE STREET FOUNDATION – ORGANIZATIONAL DETAIL”.

Academy Mission and Programs

The Academy’s mission is to recognize and uphold excellence in motion picture art and science, to inspire imagination, and to connect the world through the medium of motion pictures. It does this by preserving the past, honoring the present, and shaping the future of motion pictures.

The annual Academy Awards Program and Oscar® telecast are part of that mission. The Academy has other programs which, even if not as well-known to the wider public as the annual Academy Awards Program, are well- recognized within the entertainment industry and among students and scholars of cinema. Through the Academy’s charitable, cultural, educational and preservational arm – the Foundation and its three controlled, supporting non-profit foundations – the Academy:  preserves, restores, documents, exhibits and studies the history of motion pictures,  provides archival resources and educational materials to students, scholars, historians and industry professionals,  promotes the advancement of the science and technology behind how movies are made and watched,  supports other film-related organizations and institutions,  provides opportunities for students and movie fans to further their understanding and appreciation of movies and the moviemaking process, and  works to encourage interaction between the public and filmmakers.

The Academy Obligated Group’s various projects and programs are discussed in greater detail below, under “THE ACADEMY OBLIGATED GROUP PROGRAMS AND SERVICES”.

The Academy Museum Project

Through the Academy Museum Foundation, and with the assistance of the other members of the Academy Obligated Group, the Academy is working to build the world’s leading movie museum in the heart of Los Angeles. As currently contemplated, the Academy Museum of Motion Pictures (the “Academy Museum”) will be devoted to the history and future of motion pictures and the motion picture industry. The Academy Museum will include educational programs, screenings, panel discussions, immersive gallery experiences and other programs relating to how motion pictures are made, will display various motion picture memorabilia and will feature other functions to permit visitors to experience the art and science of motion pictures.

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The Academy Museum will be located at the Wilshire May Company site on the western edge of the campus of Museum Associates, a private non-profit public benefit corporation doing business as the Los Angeles County Museum of Art (“LACMA”). The Academy Museum is to consist of the renovated historic Wilshire May Company building and a new, attached spherical addition providing a theatre and a rooftop terrace. The land and existing facilities to be used for the Academy Museum building are leased by the Academy Museum Foundation from LACMA for an initial term of 55 years, with an option on the part of the Academy Museum Foundation to extend the lease for an additional 55 years.

Architectural plans for the Academy Museum building are largely complete, and the process to obtain necessary permits and approvals is also largely complete. Demolition is commencing in September 2015.

The Academy Museum project is discussed in greater detail below, under “ACADEMY MUSEUM PROJECT”.

Academy Obligated Group History and Membership

Founded in 1927, the Academy has a long and illustrious history. Academy membership, now over 7,000, is open only to those invited by the Academy’s Board of Governors to join based on merit. Membership is a highly-coveted honor in the world of cinema. The Academy’s thirty-six original members included leading motion picture production executives and film luminaries of the time. Douglas Fairbanks, Sr., was the first president. Other Academy presidents include many prominent individuals active in the motion picture industry: William deMille, M. C. Levee, Conrad Nagel, J. Theodore Reed, Frank Lloyd, Frank Capra, Walter Wanger, Bette Davis, Jean Hersholt, Charles Brackett, George Seaton, George Stevens, B. B. Kahane, Valentine Davies, Wendell Corey, Arthur Freed, Gregory Peck, Daniel Taradash, Walter Mirisch, Howard W. Koch, Fay Kanin, Gene Allen, Robert E. Wise, Richard Kahn, Karl Malden, Arthur Hiller, Robert Rehme, Frank Pierson, Sid Ganis, Tom Sherak and Hawk Koch. The Academy’s current President, Cheryl Boone Isaacs, was first elected to that position on July 30, 2013 and was re-elected to a third term on August 4, 2015.

Academy membership, branches, management and governance are discussed in greater detail below, under “THE ACADEMY – ORGANIZATIONAL DETAIL”.

ACADEMY OBLIGATED GROUP PROGRAMS AND SERVICES

The Annual Academy Awards Program and Broadcast

Background.

The Academy’s primary activity is the annual production and presentation of the Academy Awards® – the Oscars®. Since its inception in 1929, the annual Academy Awards Program has enjoyed increasing domestic and international recognition. Today an Academy Award® is among the most respected and sought-after honors bestowed among participants in the film industry. In its first year, the presentation of the Academy Awards® took place at a private dinner, with fewer than 250 people attending. Public interest proved to be great and, the following year, the Academy permitted radio broadcasting of the Academy Awards® presentation.

Television added a new dimension to the Academy Awards presentation starting in the early 1950s. In 1953, the first widely-televised Academy Awards® ceremony enabled millions throughout the United States and Canada to watch the proceedings. Thereafter, the annual event included a professionally-produced entertainment program, geared for the viewing audience, to accompany the Awards presentation (the “Academy Awards Program”). Color telecasts began in 1966, bringing home to viewers the full glamour and excitement of the annual Academy Awards Program. Since the 1960s, the annual Academy Awards Program broadcast has included a “pre-show” featuring celebrity arrivals and other content setting the stage for the Academy Awards Program (the broadcast of the “pre-show” and the Academy Awards Program, collectively, the “Academy Awards Show”). Since 1969, the Academy Awards Show has been telecast throughout the world each year.

Today, the Academy Awards Show consistently proves to be the most-watched television program of the year around the world and the most-watched non-sports program in the U.S. The 87th Academy Awards® presentation in

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February 2015 was telecast and streamed live to more than 204 countries, reaching an estimated audience of over 37.3 million in the U.S. (as reported by the Nielsen Co.) and an additional estimated 66.6 million viewers outside of the U.S. (as reported by BVI to the Academy).

There have been only three circumstances that interrupted the scheduled presentation of the Academy Awards®. The first was in 1938 when destructive floods hit Los Angeles and delayed the ceremonies one week. The Awards ceremony was postponed from April 8 to April 10 in 1968 out of respect for Dr. Martin Luther King, who had been assassinated a few days earlier, and whose funeral was held on April 8, the day scheduled for the Academy Awards Show. In 1981, the Academy Awards Show was postponed for 24 hours due to the assassination attempt on President Ronald Reagan.

In-person attendance at the annual Academy Awards® ceremony is by invitation only. No tickets are available for public sale.

The Awards, Nominations and Voting.

Regular awards are presented for outstanding individual or collective achievements in the year in 24 categories:

 Best picture of the year  Achievement in music (Original song)  Performance by an actor in a leading role  Best documentary feature  Performance by an actor in a supporting role  Best documentary short subject  Performance by an actress in a leading role  Best animated short film  Performance by an actress in a supporting role  Best animated feature film  Achievement in cinematography  Best live action short film  Achievement in costume design  Best foreign language film of the year  Achievement in directing  Achievement in sound editing  Achievement in film editing  Achievement in sound mixing  Achievement in makeup and hairstyling  Achievement in visual effects  Achievement in production design  Screenplay based on material previously produced or published  Achievement in music (Original score)  Screenplay written directly for the screen

The nominations for and winners of Academy Awards® are determined by a nomination and voting process involving the Academy membership. All voting for Academy Awards® is conducted by secret ballot and tabulated by PricewaterhouseCoopers LLP, the certified public accounting firm. Secrecy is maintained by the auditors; the results of the balloting are not revealed until the now-famous envelopes are opened on stage during the Academy Awards Program. PricewaterhouseCoopers LLP is also the independent auditor of the Academy Obligated Group’s financial statements.

In addition to the regular annual awards conferred by vote of the Academy membership, the Academy honors scientists and technicians whose contributions have made it possible for the motion picture industry to grow. The list of Scientific and Technical Award winners since 1930 has been said to represent the history of the development of motion pictures.

The Academy’s Board of Governors also votes for recipients of Honorary Awards and other special honors, among them the Irving G. Thalberg Memorial Award, a bronze bust of the legendary producer, which is given to “creative producers whose bodies of work reflect a consistently high quality of motion picture production.” The Jean Hersholt

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Humanitarian Award, an Oscar® statuette, is given to “an individual in the motion picture industry whose humanitarian efforts have brought credit to the industry.” The Gordon E. Sawyer Award, also an Oscar® statuette, is given to “an individual in the motion picture industry whose technological contributions have brought credit to the industry.”

The Oscar® Statuette.

Although more commonly known as “Oscar®”, the official name of the award statuette that is awarded to recipients is the “Academy Award of Merit.” It was designed by Cedric Gibbons, chief art director at Metro-Goldwyn- Mayer, and sculpted by Los Angeles artist George Stanley. The Oscar® statuette depicts a knight, holding a crusader’s sword, standing on a reel of film. The film reel features five spokes, signifying the five original branches of the Academy (actors, directors, producers, technicians and writers).

Protection of Academy Rights relating to the Academy Awards®.

The prestige of the Academy Award®, long acknowledged within the motion picture industry, has grown over the years because the public recognizes that the Oscar® is an award based solely on artistic and technical achievement and because care has been taken to preserve the integrity of the Oscar® symbol. To protect the integrity and prestige of the Academy Award®, the Academy has, among other things, carefully limited reproductions of the Oscar® statuette and references to the annual Academy Awards Program in promotion and advertising.

The Academy has established regulations of fair practice for all forms of advertising pertaining to the annual Academy Awards Program, and for other uses of the Academy’s intellectual properties. The Academy does not wish to restrict the benefits film producers, distributors and exhibitors may derive legitimately from publicity associated with the annual Academy Awards Program, but desires to equalize these benefits and ensure that:  the rights of past and future Academy Award® recipients are fully protected,  no false claims of Academy Award® consideration are made in any advertising medium,  the public is not misled by statement or implication that any achievement has won or been nominated for an Academy Award® when this is contrary to fact, and  the necessary legal protection is provided for the trademark and copyright owner, i.e., the Academy.

The Academy is the copyright owner of the Academy’s “Oscar®” statuette and the owner of its trademarks and service marks, including without limitation: “OSCAR®,” “OSCARS®,” “ACADEMY AWARD®,” “ACADEMY AWARDS®,” “OSCAR NIGHT®,” “A.M.P.A.S.®” and the federally registered “Oscar®” design mark. As such, it is required to protect its properties against unauthorized uses and infringements. The majority of infringements upon the Academy’s intellectual properties are carried out by third parties that are unaware that their actions are improper and are resolved without resorting to litigation. However, in some cases, the Academy must go to court to defend its marks and over the last decade has received several thousands of dollars in settlements. It is the Academy’s practice to contribute those settlement fees to the Foundation.

Other Academy Obligated Group Programs, Services and Facilities

The Academy Film Archive.

The Academy Film Archive, established in 1991, is dedicated to the preservation, restoration, documentation, exhibition and study of motion pictures. Its focus is on the collection, preservation, documentation, exhibition and research access to films. Now housed in the Pickford Center which is discussed below, the Academy Film Archive is home to one of the most diverse and extensive motion picture collections in the world. It holds over 180,000 items, including all of the Academy Award®-winning films in the Best Picture category, all the Oscar®-winning documentaries, many Oscar®- nominated films in all categories, and the personal collections of such filmmakers as Alfred Hitchcock, Cecil B. DeMille, George Stevens, Fred Zinnemann, Sam Peckinpah and Jim Jarmusch. Most of the personal papers, films, scripts,

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documents and other film industry artifacts in the Foundation’s collections have been donated by individuals and institutions concerned about the preservation of the motion picture history.

The Herrick Library.

The Margaret Herrick Library (the “Herrick Library”), founded in 1928, is a world-renowned, non-circulating reference and research collection devoted to the history and development of the motion picture as an art form and as an industry. Its focus is on the collection, preservation, documentation and exhibition of and research access to non-film materials relating to motion pictures. The Herrick Library holdings include books, pamphlets, periodicals, posters, still photographs, scripts, clipping files, personal and business correspondence, manuscripts, production records, sketches, storyboards, sheet music, music scores, scrapbooks and much more, much of it digitized. The Herrick Library also maintains extensive searchable databases covering much of the Academy’s and motion picture history. The collection of the Academy’s Oral History Project are also available in the Herrick Library. Now housed in the Fairbanks Center, which is discussed below, the Herrick Library is open to the public and used year-round by students, scholars, historians and industry professionals. Anyone seeking information on motion pictures is welcome to visit the library and undertake his or her own research. The Herrick Library reference staff is available to answer questions about the library’s holdings and collections, and to assist individuals conducting motion picture-related research. An average of 10,000 individuals per year avail themselves of the services of the Herrick Library. In addition, it receives over 30,000 telephone and email requests annually.

Public Education and Outreach – Lectures, Retrospectives, Screenings and Tributes.

Since 1980 the Academy has provided a series of filmmaking seminars on such aspects of the industry as production design, music, acting, editing, cinematography, casting, producing, visual effects, costume design and writing. Staffed by Academy members whose accomplishments represent the highest level of work in their respective branches, the seminars provide an unequaled opportunity to learn how the masters of various cinematic crafts go about their work.

The Foundation presents a full calendar of film retrospectives, including tributes and salutes to important figures in the history of motion pictures. Presented in the Samuel Goldwyn Theater and open to the general public, programs have honored such diverse talents as Mary Pickford, Jeanne Moreau, Rudolph Valentino, Chuck Jones, Pare Lorentz, Richard Widmark, Ernst Lubitsch, Sidney Poitier, John Green, Esther Williams, Stanley Donen and Billy Wilder. Other programs are staged in New York City, sometimes in cooperation with the Museum of Modern Art Film Department. Representative film clips, informal conversations with the tribute subject (or with close friends and associates) or the screening of a feature in an archival-quality print complete each evening’s program.

Other special film programs have included one-of-a-kind events: a “history of filmmaking” chronicling the development of color, sound and wide-screen; a visual effects extravaganza featuring 20 effects wizards; an evening featuring pop musicians - Ry Cooder, Stewart Copeland, Dave Grusin and Herbie Hancock - who have crossed over to composing for the screen; an evening of great dance sequences from Hollywood musicals; a popular series of programs on the history and art of animation; numerous “re-premieres” of restored classics; and “cast and crew reunions” on the occasions of significant film anniversaries. Silent films often are screened with live orchestras or musical ensembles. All Foundation programs are open to the public, usually at very modest cost. A subscription to the Foundation programming bulletin is free.

Developing New Talent – Educational Programs, Competition, Grants and Fellowships.

The Foundation seeks to further the understanding and appreciation of motion pictures and the production process for people of all ages. In that connection, it offers a diverse array of educational programs for students, teachers, filmmakers, scholars, institutions, and the public that provides unique opportunities for enrichment and engagement with cinema and its artists. The Foundation also sponsors student competitions, grants and fellowships to encourage the development of young talent. It established the Student Academy Awards® in 1972 to support and encourage excellence in filmmaking at the collegiate level. Past Student Academy Award® winners have gone on to receive 46 Oscar® nominations and have won or shared eight awards. Those winners have included John Lasseter, Pete Docter, Robert

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Zemeckis, Trey Parker and Spike Lee. The Academy Nicholl Fellowships in Screenwriting is an international screenwriting competition established to identify and encourage talented new screenwriters.

The Science and Technology Council.

The Academy has engaged in technical activities since its founding in 1927, primarily through cooperative research projects. At the time, projects included the standardization of screen illumination and film gate apertures, and coordination of release prints to theaters. Over the years, as technology continued to develop and change movie-making, the Academy continued to address technology matters through various special committees and working groups. The current explosion in digital motion picture technology is causing changes more wide sweeping than any the industry has faced since the introduction of sound in 1926. Movie production, post-production and exhibition are all moving – or have already moved – away from the methods and processes which predominated for the past 100 years. In response to these developments, the Science and Technology Council was created by the Academy’s Board of Governors in 2003. The Council’s activities are focused on three main areas:  Industry-wide Projects and Collaboration – The Council’s Technology and Research Initiatives Subcommittee serves as a primary forum for problem-solving, discussion and research regarding important technological issues facing the film industry.  History – The Council’s Technology History Subcommittee seeks to chronicle the development and implementation of motion picture science and technology through the collection of key artifacts, records and information.  Public Outreach and Education – The Council’s Public Programs and Education Subcommittee produces informative and entertaining programs to teach industry professionals and the general public about the ways in which technology serves the art of motion pictures.

The Fairbanks Center for Motion Picture Study.

The Douglas Fairbanks Center for Motion Picture Study (the “Fairbanks Center”), located in Beverly Hills, houses the Margaret Herrick Library, the Academy’s Oral History Program and certain other Academy Obligated Group operations. The Fairbanks Center, named in honor of the Academy’s first president, Douglas Fairbanks, is a restored 1927 Spanish-Romanesque building that originally housed the City of Beverly Hills’ Water Treatment Plant No. 1. In March 1988, the City of Beverly Hills agreed that the building be restored and leased to the Foundation to house what would become the Fairbanks Center. Work was completed over the next two years and the center opened in 1991. The Bob Hope Grand Lobby of the Fairbanks Center and the Cecil B. DeMille Reading Room of the Library were named in honor of the two legends of the industry in recognition of support to the Foundation by Bob and Dolores Hope and the Cecil B. DeMille Foundation.

The Pickford Center.

Due to the growth in the Academy Obligated Group’s collections during the decade after completion of the Fairbanks Center building, the Academy opened a second Center for Motion Picture Study, named in honor of the actress/producer who was one of the founders of the Academy, Mary Pickford. The Mary Pickford Center for Motion Picture Studies (the “Pickford Center”) building, owned by the Vine Street Foundation and located in Hollywood, was completed in 2002. Today, the Pickford Center houses the Academy Film Archive and several other Academy departments, including the Science and Technology Council, and the Grants and Nicholl Fellowship programs. The Pickford Center also includes the 286-seat Linwood Dunn Theater, where numerous public events are presented throughout the year.

ACADEMY OBLIGATED GROUP REVENUE SOURCES

The Academy Obligated Group expects that the principal of and interest on the 2015 Bonds will be paid from revenues of the Academy Museum Foundation, donations to the capital campaign being conducted by the Foundation for the Academy Museum project and/or the Academy Obligated Group’s operating revenues. See “Capital Campaign for

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Academy Museum” below. Through the Master Indenture and the Obligations, the Academy Obligated Group is obligated to support the Academy Museum Foundation’s obligation to pay when due the principal of and interest on the 2015 Bonds. See “SECURITY FOR THE BONDS – The Obligations” in the forepart of the Official Statement and “SELECTED FINANCIAL INFORMATION” below.

The Academy Obligated Group’s Gross Revenues consist primarily of operating revenues, investment income to the extent actually received in cash and unrestricted contributions. Historically, approximately 72% of the Academy Obligated Group’s total revenues and other support were generated by the Academy Awards Shows. See “Academy Awards Show Revenues” below. The Academy Obligated Group derives investment income primarily from the investment of its substantial investment portfolio. See “Investment Income” below. In addition to annual contributions supporting the Academy Obligated Group’s various on-going programs, a capital campaign for the Academy Museum project has been undertaken. This capital campaign has received written commitments of over $215 million with over $62 million already received. See “Capital Campaign for Academy Museum” below.

Academy Awards Show Revenues

Television Broadcast Contracts

The Academy Awards Show consistently proves to be the most-watched television program of the year around the world and the most-watched non-sports program in the U.S. The 87th Academy Awards® presentation in February 2015 was telecast and streamed live to more than 204 countries, reaching an estimated audience of over 37.3 million viewers in the U.S. (as reported by Nielsen Co.) and an additional estimated 66.6 million viewers outside of the U.S. (as reported by BVI to the Academy).

Live event programming, such as the Academy Awards Show, typically features unique, large-scale events that occur infrequently, are widely anticipated and have popular culture significance. As a result, these shows tend to attract large, live audiences in key demographics for advertisers, making them especially valuable to networks. The cultural significance of these programs makes each show “appointment viewing,” further motivating viewers to watch these programs live so that they can be a part of the “watercooler conversation” that now occurs immediately on social media. Due to the live nature of these programs, live event programming is typically more DVR-resistant than other television programming and often delivers more actively engaged viewers than non-live content.

Because of the value of live programming, networks are willing to pay increasing fees to retain the rights to air these programs. Additionally, rights holders to highly coveted live event programming, like the Academy are able to leverage the demand for their live programming into multi-year, long-term license agreements with the networks, locking in long-term contracted value for their content. Outside of sports and live event programming, long-term locked license agreements are less common in the television industry, as even the most popular broadcast dramas and sitcoms generally operate on short-term contracts. The networks’ willingness to enter into these long-term contracts highlights the value that networks place on sports and live event programming, such as the Academy Awards Show.

Domestic Contract

In February 2011, the Academy entered into a Domestic Broadcast Area Contract (the “ABC Contract”) with the American Broadcasting Companies, Inc. (“ABC”) under which it granted to ABC the exclusive right to distribute and exhibit all U.S. television media programs consisting of (i) coverage of the Annual Academy Awards Programs and (ii) a pre-show (collectively, the “Academy Awards Show”) through 2020. Pursuant to the contract, ABC will pay the Academy at least $454.3 million in aggregate total minimum guaranteed payments during the remaining years of the current contract (2016-2020). Additional revenues in excess of the minimum guarantees may be earned by the Academy. In addition, the Academy receives additional amounts under the ABC contract if it produces a pre-show for the event.

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Total payments from ABC under the ABC Contract over the past several years have been as follows:

Annual Payments under the ABC Contract

Year Total Payments

2012 $74,646,500

2013 $77,103,200

2014 $80,371,800

2015 $91,644,000

Under the terms of the ABC Contract, ABC will pay to the Academy at least 50% of the guaranteed amount on or before October 15th of the year before that year’s Academy Awards Show is to be broadcast, and the balance owed on or before sixty days immediately following the Academy Awards Show. The Academy is responsible for the production of the Academy Awards Shows.

The commercial format including quantity and amount is set forth in the contract. Recent sponsors include AARP, American Express, Anheuser Busch, Apple, AT&T, Coca Cola, Coldwell Banker, Comcast, Discover, GM Corporation, Google, Johnson & Johnson, JC Penney, Kings Hawaiian, Mars, McDonalds, Netflix, Petsmart, Sprint, Samsung, Sonos, Walt Disney and Zillow. These and other advertisers are attracted to the Academy Awards® telecast because the presentation is consistently one of the most-watched television shows of the year, traditionally placing second behind the Super Bowl in the U.S. market. Even in a time when the major television networks have seen viewership fragment and shrink in size, the Academy Awards® ceremony continues to be the predominant non-sports live television event in the U.S. television industry each year, delivering a huge audience for the ABC network, as represented by the recent Nielsen statistics below:

Nielsen Statistics for Academy Awards Show

Telecast Avg. HH Rating / HH Share Avg. No. of Year Viewers Age 2+ Live +Same Day Live + Same Day Live + 7 Day 2015 20.6 rating / 33% share 37.3 million 38.6 million 2014 24.7 rating / 38% share 43.7 million 45.4 million 2013 23.0 rating / 35% share 40.4 million 41.6 million 2012 22.6 rating / 34% share 39.3 million 40.1 million 2011 21.2 rating / 33% share 37.9 million 38.9 million 2010 23.3 rating / 37% share 41.7 million 42.3 million 2009 20.8 rating / 31% share 36.3 million 36.7 million 2008 18.7 rating / 29% share 32.0 million 32.3 million 2007 23.6 rating / 37% share 40.2 million 40.4 million 2006 23.1 rating / 35% share 38.9 million Not applicable

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The terms “HH rating” and “HH share” are basic to the television industry. Both are percentages. A 1.0 rating represents 1.0 percent of the current universe that is being measured (n=100), in this instance representing 1.0 percent of all television households. As such, a rating is always quantifiable, assuming you know the size of the universe (TV households, persons, women 18 – 34, and so forth). For 2014-2015, the Nielsen Media Research Co. stated that the U.S. television household universe was comprised of an estimated 116.4 million television households in the United States. Thus, for 2015, each 1.0 HH rating point reported for a particular program represented 1,164,000 television households. For the 2015 telecast of the Academy Awards® ceremony, the average HH rating of 20.6 represented an average – at any given minute during the telecast – of 24.0 million households (i.e., 20.6% of 116.4 million U.S. households) watching the telecast.

The HH share is the percentage of television sets in use tuned to a specific program at a specific time. Thus, a share does not immediately tie back to an actual number, because it is a percent of a constantly changing number–-TV sets in use. For the 2015 telecast of the Academy Awards Program, the 33% HH share means that, of all U.S. households with a television set in use during the time of that telecast, 33% of those households – on the average – were watching the Academy Awards Program telecast.

For the 2014-2015 September-May season, the average nightly audience statistics for the “Big Four” broadcast networks of all programs telecast in primetime (sports and non-sports) were:

2014-2015 (Sept-May) Season Average Primetime Audience Statistics by Network (Live+Same Day)

Avg. HH Rating/ Avg. No. of HH Share Viewers Age 2+ ABC 5.1 rating / 9% share 8.0 million CBS 7.0 rating / 12% share 11.3 million FOX 3.5 rating / 6% share 5.8 million NBC 5.3 rating / 9% share 8.6 million

In the event ABC is prevented from broadcasting the Academy Awards Show or the Academy is prevented from producing or presenting the Academy Awards Show by force majeure, which includes acts of war, explosion, bomb threat, fire, etc., ABC shall only pay the Academy its out-of-pocket costs incurred. In case the broadcast is prevented by force majeure the Academy has the right to specify that ABC broadcast the Academy Awards Show on a one-time basis within 90 days of the Academy Awards Show without deduction of consideration due the Academy.

Foreign Contract

In June 2012, the Academy entered into an agreement with Buena Vista International, Inc. (“BVI”) for the exclusive right to broadcast and otherwise distribute and exhibit the Academy Awards Show outside of the United States. Pursuant to the BVI contract, BVI will pay the Academy at least $55.5 million in aggregate total minimum guaranteed payments during the remaining years of the current contract (2016-2020). Additional revenues in excess of the minimum guarantees may be earned by the Academy.

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Total payments from BVI under the BVI contract over the past several years have been as follows:

Annual Payments under the BVI Contract

Year Total Payments

2012 $11,436,500

2013 $11,393,900

2014 $11,664,400

2015 $11,659,700

BVI will pay to the Academy 60% of the foreign broadcast guaranteed fee for the upcoming year on or before October 15th of that year before that year’s Academy Awards Show is to be broadcast, and the balance owed on or before thirty days immediately following the Academy Awards Show. With respect to additional revenues, BVI shall pay all other amounts owing to the Academy within forty-five days of each calendar quarter, with final payment made within 18 months of each year’s Academy Awards Show.

In the event the Academy is prevented from producing or presenting the Academy Awards Show by force majeure, which includes acts of war, explosion, bomb threat, fire, etc., the amounts paid to the Academy by BVI shall be retained by the Academy and credited against the next year’s payments. If no further program is provided for, the Academy shall pay the credit to BVI. In case of any prevention by force majeure, the Academy has the right to postpone the Academy Awards Show for up to 90 days and still be entitled to all consideration from BVI.

Broadcast History

The history of broadcasting the Academy Awards Show is as follows:

NBC 1953-1960 (Domestic and Foreign Area)

ABC 1961-1971 (Domestic and Foreign Area)

NBC 1971-1975 (Domestic and Foreign Area)

ABC 1976-1994 (Domestic and Foreign Area)

ABC 1995-2020 (Domestic to expiration of current contract)

BVI 1995-2020 (Foreign Area to expiration of current contract)

Event Sponsorships

The Academy is a party to the Composite License Agreement (the “Dolby Agreement”) with CIM/H&H Retail, LP, as “Licensor,” CIM/H&H Hotel, LP, as “Hotel Owner.” The Dolby Agreement requires that the Academy Awards Show and the Governors Ball (collectively, the “Presentation”) be held at the Hollywood & Highland Complex for 20 consecutive Presentations from 2013 to 2032. The Academy has a one-time early termination option at its sole discretion after the 2024 Presentation (subject to certain advance notifications). The Academy is required to pay the following amounts for the use of the Hollywood & Highland property: (1) a basic annual license fee which escalates 5% annually and (2) additional charges consisting of other sums payable by the Academy under the Agreement (“Additional Charges”). For 2015, the basic license fee and the Additional Charges were approximately $377,100 and $120,900, respectively. Pursuant

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to the Dolby Agreement, Licensor will pay the Academy at least $44,000,000 in aggregate total payments during the remaining years of the current contract (2016-2032) (assuming that the Academy does not exercise its early termination right). Additional revenues in excess of the minimum amounts referenced above may be earned by the Academy.

Total payments from Licensor under the Dolby Agreement over the past several years have been as follows:

Annual Payments from Licensor to the Academy under the Dolby Agreement

Year Payment to Academy 2013 $2,500,000 2014 $2,500,000 2015 $2,500,000

Other Academy Revenues

Membership Dues

Beginning in October 2014, membership dues for all active and associate members are $350 per annum. Retired members and life members pay no dues. Currently there are over 7,000 Academy members. Growth in the number of Academy members is not an objective of the organization; on average, net membership in recent years has increased by approximately 175 per year. Following is a table showing total Academy revenues from membership dues for the fiscal years ended June 30, 2011 through June 30, 2015:

Academy Membership Dues Fiscal Years Ended June 30 (Unaudited)

2011 2012 2013 2014 2015 $1,473,900 $1,474,700 $1,473,200 $1,482,500 $1,825,000

Miscellaneous Academy Obligated Group Revenues

The Academy Obligated Group also generates revenues from other activities, including ticket sales to members and studios for the Academy Awards®, merchandising, and theater rentals but excluding satisfaction of program restrictions. Following is a table showing total Academy revenues from these miscellaneous activities for the fiscal years ended June 30, 2011 through June 30, 2015:

Miscellaneous Academy Obligated Group Revenues Fiscal Years Ended June 30 (Unaudited)

2011 2012 2013 2014 2015 $1,387,400 $1,474,500 $1,457,600 $1,292,200 $1,766,900

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Investment Income

Historic Investment Earnings

Investment income from earnings on the Academy Obligated Group’s investment portfolio has represented a range of (2)% to 17% of the Academy Obligated Group’s annual revenues over the past five fiscal years. While the cash portion of investment income actually received is considered “Gross Revenues” under the Master Indenture, such amounts will remain in the Academy’s investment portfolio account and will not be deposited into the Gross Revenue Fund except that such amounts will be deposited into the Gross Revenue Fund under certain circumstances as provided under the Master Indenture. See “SECURITY FOR THE BONDS – the Obligations – Gross Revenue Fund” in the forepart of the Official Statement.

The following table shows the amounts received as interest and dividend income and net realized gains on investments for the fiscal years ended June 30, 2011 through June 30, 2015.

Academy Obligated Group Investment Income Received as Cash Fiscal Years Ended June 30 (Unaudited)

2011 2012 2013 2014 2015 $11,332,800 $8,999,600 $10,566,000 $14,110,300 $14,981,100

Investment Portfolio

The Academy Obligated Group’s unrestricted cash and investments totaled $332.4 million at June 30, 2015, including $17.3 million collected as Academy Museum campaign donations.

The Investment Committee of the Academy’s Board of Governors is responsible for oversight of the portfolio including decisions regarding the investment philosophy, asset allocation and management. The Academy employs an independent outside investment advisor to assist in investment management, including the selection and monitoring of investment managers. Each manager’s performance is measured against relevant sector performance standards derived from relevant indices and industry standards, based on type of investments managed. At June 30, 2015, the portfolio holdings were comprised of 7.0% domestic equities, 11.9% global equities, 48.2% fixed income, 4.5% real estate, and 28.4% alternative investments. The Academy Obligated Group’s asset allocation and portfolio investment values as of June 30, 2015 are provided in the table below.

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Academy Obligated Group Asset Allocation and Portfolio Investment Values As of June 30, 2015 (Unaudited)

Cost Fair Value Cash and cash equivalents $ 68,706,300 $ 68,706,300 Fixed Income Fixed income securities 25,516,900 23,938,900 Mutual fund – fixed income 67,472,700 67,169,200 Equities Mutual fund – equity 59,382,800 62,982,100 Real Estate REIT investments 8,012,900 7,922,300 Real estate alternative investments 12,069,300 7,150,600 Alternative Investments Mutual fund – alternative investments 89,874,900 85,567,100 Absolute return hedge fund 7,375,500 8,962,400 $338,411,300 $332,398,900

Capital Campaign for Academy Museum

In connection with the Academy Museum project, the Foundation has undertaken a capital campaign with a dollar target of $388 million. The capital campaign is being led by the Foundation’s fundraising staff, with the assistance of the Foundation’s Capital Campaign Committee whose members currently include Robert Iger, CEO of the Walt Disney Company, and actors Tom Hanks and Annette Bening. As of August 2015, the Foundation has received written commitments from third party individuals and organizations in the amount of $215 million, which equals approximately 55% of the total campaign goal. Additional third party individuals and organizations have verbally expressed interest in making donations to the Foundation’s capital campaign. While there are no written agreements from such additional donors, such verbal expressions of interest have already resulted in additional capital contributions to the Foundation’s campaign. The goal is to obtain commitments for the full amount of the campaign goal by December 2017 and to: (i) receive payment of $180 million of pledges by December 2020, and (ii) receive payment of approximately 95% of the pledges by 2034. As of August 2015, the Foundation had converted approximately $62 million of the commitments into cash, which represents approximately 16% of the $388 million campaign goal.

The proceeds of the capital campaign are expected to be used by the Foundation to pay a portion of the costs of the Academy Museum project, including the design, fabrication, and installation of exhibitions, and to pay the principal of and interest on 2015 Bonds.

In addition, the Foundation has budgeted $34 million for project planning costs, including costs associated with fundraising, marketing, staffing, collections acquisition and other ramp up costs related to the Academy Museum project. The planning costs will be funded by the Academy directly.

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There is no guarantee as to the timing or amounts of campaign funds that will be raised or received by the Foundation or others in the Academy Obligated Group. See “CERTAIN INVESTMENT CONSIDERATIONS – Fundraising Risks” in the forepart of the Official Statement.

ACADEMY OBLIGATED GROUP’S SIGNIFICANT NON-CASH ASSETS

Real Estate (Owned and Leased)

 Academy Headquarters. The Academy’s headquarters (the “Academy Headquarters”) is located at 8949 Wilshire Blvd., Beverly Hills, CA 90211. The Academy Headquarters is owned by the Academy and was purchased in 1975. The Academy Headquarters include 36,000 square feet of office space, underground parking and houses the Samuel Goldwyn Theater.

 Pickford Center for Motion Picture Study. The Pickford Center building, is located at 1333 Vine Street, Hollywood, CA 90028. The Pickford Center is owned by the Vine Street Foundation, and was completed in 2002. The Pickford Center houses the Academy Film Archive and several other Academy departments, including the Science and Technology Council, and the Grants and Nicholl Fellowship programs. The Pickford Center also includes the 286-seat Linwood Dunn Theater. A portion of the cost of construction of the Pickford Center will be refinanced with a portion of the proceeds of the Bonds.

 Fairbanks Center for Motion Picture Study. The Douglas Fairbanks Center for Motion Picture Study (the “Fairbanks Center”), is located at 333 La Cienega Blvd., Beverly Hills, CA 90211. The Fairbanks Center houses the Margaret Herrick Library. The Fairbanks Center is leased by the Foundation from the City of Beverly Hills. The term is for a period of 55 years, which commenced in September 1989.

 Academy Museum Facilities. The land and existing facilities to be used for the Academy Museum are leased by the Academy Museum Foundation from LACMA, for an initial term of 55 years, with an option on the part of the Academy Museum Foundation to extend the lease for an additional 55 years, which has been fully paid up in advance for an amount of approximately $38.6 million.

 Academy Museum Offices. The Academy Museum administrative offices (the “Academy Museum Offices”) are located at 5900 Wilshire Blvd., 3rd Floor, Los Angeles, CA 90036. The Academy Museum Offices are leased by the Foundation from 5900 Wilshire LLC, for a term of 36 months, which commenced on March 1, 2015.

Intellectual Property

The Academy, as the copyright owner of the Academy’s “Oscar®” statuette, and owner of its trademarks and service marks, including, without limitation, “OSCAR®,” “OSCARS®,” “ACADEMY AWARD®,” “ACADEMY AWARDS®,” “OSCAR NIGHT®,” “A.M.P.A.S.®” and the federally registered “Oscar®” design mark, is required to protect its properties against unauthorized uses and infringements. The majority of infringements upon the Academy’s intellectual properties are carried out by third parties that are unaware that their actions are improper and are resolved without resorting to litigation. However, in some cases the Academy must go to court to defend its marks and over the last decade has received several thousands of dollars in settlements. It is the Academy’s practice to contribute those settlement fees to the Foundation. The copyrights in and to each Academy Awards Show are owned by the Academy.

SELECTED FINANCIAL INFORMATION

The table below provides certain consolidated financial information with respect to the Academy Obligated Group for, and as of, the previous five fiscal years. The information is derived from the audited consolidated financial statements of the Academy Obligated Group with amounts rounded to the nearest thousand dollars. The audited consolidated financial statements of the Academy Obligated Group for the fiscal years ending June 30, 2015, 2014 and 2013 are attached to the Official Statement as APPENDIX B. Such financial statements, including

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the notes thereto, should be read in connection with an analysis of the financial position of the Academy Obligated Group. See also “ACADEMY OBLIGATED GROUP REVENUE SOURCES.”

ACADEMY OBLIGATED GROUP SELECTED FINANCIAL INFORMATION (Amounts in Thousands)

For the Fiscal Year Ended June 30 2011 2012 2013 2014 2015 Revenues Academy Awards and related activities $ 85,543 $ 89,572 $ 93,740 $ 97,297 $109,269 Investment Income, net (1) 16,846 7,404 8,274 25,936 (3,302) Contributions 780 1,864 28,762 14,404 15,232 Other Revenues (2) 8,877 4,412 3,589 13,836 38,389

Expenses Academy Awards and related activities $ 35,584 $ 37,509 $ 39,726 $ 41,945 $ 42,651 General and Administrative Expenses 17,686 20,048 23,577 25,799 22,123 Other Expenses (3) 21,191 31,021 34,038 37,382 36,673

Increase in unrestricted net assets from $ 37,585 $14,674 $ 37,023 $ 46,347 $ 58,141 continuing operations

As of June 30

Net Assets Unrestricted Assets $266,995 $277,918 $318,217 $364,754 $420,242 Temporarily Restricted Assets 3,863 3,207 48,661 38,907 6,956 Permanently Restricted Assets 18,280 18,388 18,448 18,499 20,873

Investments, at fair value $221,709 $228,120 $277,753 $365,784 $332,399

Long Term Debt $ 35,000 $ 35,000 $ 63,000 $ 63,000 $ 63,000 ______(1) Includes unrealized gains and losses. For information on cash receipts from investments, see “ACADEMY OBLIGATED GROUP REVENUE SOURCES – Other Academy Revenues – Investment Income – Historic Investment Earnings.” (2) Includes satisfaction of program restrictions in the amount of $6,061 for the fiscal year ended June 30 (the “FY”) 2011; $1,929 for FY 2012; $973 for FY 2013; $11,370 for FY 2014; and $32,235 for FY 2015. (3) Includes cost of the Academy Museum development of $2,306 for FY 2011; $4,359 for FY 2012; $4,097 for FY 2013; $4,810 for FY 2014; and $6,848 for FY 2015.

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EMPLOYEE BENEFIT PLANS

The Academy Obligated Group maintains three employee benefit plans: (i) an insured noncontributory defined benefit plan, (ii) a qualified automatic contribution arrangement (“QACA”) defined contribution plan, and (iii) a postretirement health care plan. The insured noncontributory defined benefit plan covers all full-time employees over 21 years of age who have completed one year of service. Pension benefits under the plan are based on years of credited service and salary levels. The Academy annually contributes amounts to the plan. The QACA defined contribution plan covers all non-union employees over twenty-one years of age. Participants may contribute up to the maximum tax-deferred contribution allowed by federal law. Each Plan year, the Academy may make an additional discretionary matching contribution as well as the QACA contribution. The postretirement health care plan includes a Medicare supplement. The benefits are available to all employees who were at least age 55 as of July 1, 2013, who retire on or after age 65 with a minimum of 20 years of service.

For more information on the pension and other post-retirement plans of the Academy Obligated Group, see Note 14 of the notes to the audited consolidated financial statements of the Academy Obligated Group for the fiscal year ending June 30, 2015 in APPENDIX B.

OTHER PERTINENT INFORMATION

Employees

The Academy Obligated Group currently has 340 employees. As of June 30, 2015, the Academy Obligated Group had 341 employees (270 full-time employees and 71 part-time employees). As of June 30, 2014, the Academy Obligated Group had 292 employees (221 full-time employees and 71 part-time employees).

Approximately 2% of above staff members are employed by the theater operations department of the Academy and are represented by the International Alliance of Theatrical Stage Employees, Moving Picture Technicians, Artists and Allied Crafts of the United States, its Territories and Canada, AFL-CIO. Their collective bargaining agreement expires on December 31, 2015. The Academy has had, and believes it currently enjoys, satisfactory relations with its employees.

Risk Management

The Academy maintains a full program of insurance, including Property (with boiler and machinery coverage), General Liability, Automobile Liability, Umbrella Liability, Entertainment Liability, Event Postponement and various other administrative policies such as Fiduciary, Crime and Directors and Officers. Coverage limits include $166,000,000 for property, $42,000,000 for Earthquake, and $50,000,000 for Umbrella Liability. Policy deductibles are $10,000 for property losses, 10% of Total Insurable Value/Minimum of $100,000 for Earthquake, $100,000 for Flood and $50,000 for Wind/Hail.

Seismic Conditions

Generally, throughout the State of California, some level of seismic activity occurs on a regular basis. Periodically, the magnitude of a single seismic event can cause significant ground shaking and potential for damage to property located at or near the center of such seismic activity. The Academy Obligated Group maintains earthquake insurance as discussed above.

Litigation

There is no litigation pending against any member of the Academy Obligated Group concerning the sale, delivery of validity of the 2015 Bonds or pending against any member of the Academy Obligated Group which if determined adversely to such member of the Academy Obligated Group would have a material adverse effect on the financial position of the Academy Obligated Group.

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ACADEMY MUSEUM PROJECT

General

The Academy Museum, which will be located in and adjacent to the restored and renovated Wilshire May Company building in Los Angeles, is anticipated to be the world’s premier institution devoted to exploring the art and science of motion pictures. The Academy Museum project will feature six stories of immersive exhibition galleries, state-of-the-art educational studios, film and performance theaters and dynamic public and special event spaces. The Academy Museum Foundation will own, manage, operate and maintain the Academy Museum.

Designed by Pritzker Prize-winning architect Renzo Piano and scheduled to open in Spring 2018, the Academy Museum will celebrate the rich history of Hollywood and global filmmaking and will explore the art and science that have made motion pictures an innovative and influential art form for more than a century.

Location of and Access to the Academy Museum Project

The Academy Museum will be located at the northeast corner of Wilshire Boulevard and Fairfax Avenue on the campus of LACMA. The land and existing facilities to be used for the Academy Museum building are leased by the Academy Museum Foundation from LACMA for an initial term of 55 years, with an option on the part of the Academy Museum Foundation to extend the lease for an additional 55 years. Approximately $38.6 million has already been paid to lease the land and facilities for the initial term and the extension term may be exercised for no additional rent.

Automobile Access. The primary north/south access to the Academy Museum and surrounding campus by automobile is via Fairfax Avenue, which connects with Interstate 10 to the south. The primary east/west access to the Academy Museum is via Wilshire Boulevard or West 6th Street—both easily accessible to Interstate 405, U.S. Route 101 and Interstate 110.

Parking. Visitors to the Academy Museum will be able to park in any of the more than 1,400 parking spaces in the immediate vicinity of the project, including the LACMA parking facilities, the Petersen Museum parking facility, the 5900 Wilshire Boulevard parking garage and the 6100 Wilshire Boulevard parking garage. There also is available street parking surrounding the LACMA campus.

Public Transit. The Academy Museum will be accessible via the Los Angeles County Metro Bus System. A number of Metro Local and Metro Rapid bus routes stop within a half block of the project. Scheduled for completion in 2023, Metro’s Westside Subway Extension of the Purple line will add a new station at Wilshire Boulevard and Fairfax Avenue, increasing the accessibility of the Academy Museum by public transport to thousands of visitors.

Other. The addition of the Academy Museum to the LACMA campus opens up the rest of the campus to the western most edge of the Academy Museum site, giving full pedestrian access to and from Fairfax Avenue (which is currently not accessible to the visiting public). Cycling to the campus is encouraged—the project will house 88 parking spots for bicycles. There are also ample taxi and Uber/Lyft drop off points onsite.

Project Components

The planned major components of the Academy Museum are described in greater detail below.

Two Distinct Facilities. The Academy Museum contains two distinct facilities that will form the project:

 the adaptive reuse of the 1939 section of the historic Wilshire May Company Building that will feature six stories (five stories over a sub-ground level) with immersive galleries, an education studio, a 300-seat theater, special events spaces, activated public spaces, conservation areas, a café and a museum store; and

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 a soaring new spherical addition that is connected to the northern end of the Wilshire May Company building and will feature a state-of-the-art 1,000-seat theater and a rooftop terrace.

Exhibition Galleries. The permanent collection exhibition will be located on the second and third floors of the building and will focus on the history of film and the collaborative process of filmmaking. A second permanent exhibition located on the mezzanine of the building will focus on the history of the Academy Awards®. A temporary exhibition gallery will be located on the fourth floor. A permanent introductory gallery on the building’s ground floor will serve as open collection storage of film-related artifacts from the Academy’s permanent collection and will be open free to the public, outside of the museum’s ticketed entry. The introductory gallery will be used as an organizational space for K-12 and public tour groups. Total exhibition gallery space will be approximately 50,000 square feet.

The Academy Obligated Group’s permanent collection contains more than 10 million photographs, 165,000 film and video assets, 80,000 screenplays, 50,000 posters, and 20,000 production and costume design drawings. The collection also includes more than 1,400 special collections of film legends such as Cary Grant, Katharine Hepburn, Alfred Hitchcock, and John Huston. These special collections contain production files, personal correspondence, clippings, contracts, manuscripts, scrapbooks, storyboards and more.

Education. An Education Studio Lab will be located on the sub-ground level with a dedicated entrance. Outfitted with state-of-the-art filmmaking equipment, the Education Studio Lab will be the home to a teen arts education program focused on mentorship and filmmaking skills, a weekend family art-making program and other educational programs. Total Education Studio Lab space will be approximately 2,000 square feet.

Theaters. Two theaters will be constructed as part of the Academy Museum project. A 1,000-seat state-of- the-art theater will be located in the lower half of the glass and concrete sphere. A 300-seat theater will be located in the lower lobby of the building. Both theaters will feature daily screenings, panel discussions and other public and special programs.

Event Space. The fifth floor of the Academy Museum will include a 14,000 square foot Rooftop Special Event Ballroom and Garden, which will be the main special event venue for the project. A terrace with a panoramic view will be located in the top half of the glass sphere. The venue will be utilized by the Academy Museum Foundation for special events and will occasionally be available for rentals.

Public Areas. The ground floor will have two entrances, one from Wilshire Blvd and one from the piazza, which connects the Academy Museum project with LACMA. From each of these areas, visitors can walk into the museum lobby, which will contain free public spaces: a permanent introductory gallery space, a café to be operated by Wolfgang Puck Catering and Events, LLC and a store.

Conservation Areas and Back of House. Conservation and exhibition preparation areas will be located in the building’s sub-ground level. Total conservation and exhibition preparation areas will be approximately 10,000 square feet.

Administrative Space. Administrative areas will be located on the fourth floor of the building. This space will encompass approximately 5,800 square feet.

Project Schedule

General construction is scheduled to commence in March 2016 (with demolition commencing in September 2015) and the Academy Museum is scheduled to be substantially completed in December 2017. Anticipated construction phases include: interior abatement of hazardous materials and demolition of the 1946 addition to the Wilshire May Company building; soft demolition and abatement of hazardous materials within the 1939 portion of the Wilshire May Company building; upgrades and renovation of the Wilshire May Company building interior and restoration of the exterior; project site clearing, grading and excavation; construction of the new spherical addition

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including the sphere and piazza; Wilshire May Company building interior finishing and exhibit space preparation; and outdoor hardscape and landscaping.

The Academy Museum is expected to open in Spring 2018 following a brief move-in period. Although the Academy Obligated Group believes it is reasonable that the Academy Museum project, as described herein, can be constructed within the estimated time schedule, there can be no assurance that the Academy Museum project will be completed within the estimated schedule. See “CERTAIN INVESTMENT CONSIDERATIONS – Project Completion and Construction Risks” in the forepart of the Official Statement.

The following Table summarizes the estimated construction schedule for the Academy Museum project:

Estimated Construction Schedule for the Academy Museum Project

Event Estimated Key Dates

Design Completion December 2015 Demolition Completion March 2016 Construction Commencement March 2016 Anticipated Substantial Completion December 2017 Opening of Museum Spring 2018

Project Management; General Contractor; Architects

The Academy Obligated Group is performing project management through both in-house personnel and outside project management services. Certain information regarding the foregoing is provided below. The information on the General Contractor, the Architects and Paratus was provided by such firms and has not been independently verified.

Project Director. Kerry Brougher, the Director of the Academy Museum, serves as Project Director of the Academy Museum project. Mr. Brougher is responsible for overseeing the design, construction, permitting and obtaining of other necessary approvals in connection with the Academy Museum project.

General Contractor. Morley + Taslimi, a new joint venture between Morley Construction Company and Taslimi Construction Co., Inc., currently serves as the “Construction Manager” for the Academy Museum project pursuant to a construction management agreement and is currently expected to serve as the general contractor for the Academy Museum project (as such, the “General Contractor”). The responsibilities of the General Contractor will include the formulation of bid packages and the bidding process for all subcontractor trades. The Academy Obligated Group anticipates that it will enter into a guaranteed maximum price contract with the General Contractor to cover approximately $215 million of the construction costs of the Academy Museum project.

Morley Construction Company was formed in 1957 and has built thousands of commercial buildings, homes, and cultural institutions around the region. Major projects include The Cathedral of Our Lady of the Angels, the Getty Villa Museum and the California Science Center. Founded in 1985, Taslimi Construction Co., Inc. has overseen major renovations, interior construction and core and shell construction. Projects include corporate offices; law firms; finance and banking; studios; entertainment; hospitality and retail; technology; healthcare; education and childcare; non-profits and institutional; cultural; and residential. Projects have included the Beverly Hills Hotel renovation, Beverly Hilton renovation, Creative Artists Agency offices, CBS offices and the Capital Group offices.

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Architects. The design architect for the Academy Museum project is Renzo Piano Building Workshop, Inc. (the “Workshop”) and the executive architect for the Academy Museum project is M. Arthur Gensler Jr. & Associates, Inc. (“Gensler”) (collectively, the “Architects”). Gensler took over architectural services for the Academy Museum project from a prior architect. The Architects are responsible for all design and documentation services for the Academy Museum project.

The Workshop is an international architectural practice with offices in Paris, Genoa and New York City. The Workshop is led by 13 partners, including founder and Pritzker Prize laureate architect Renzo Piano. The Workshop permanently employs nearly 130 people. Their 90-plus architects are from all around the world, each selected for their experience, enthusiasm and caliber. Since its formation in 1981, the Workshop has successfully undertaken and completed over 120 projects across Europe, North America, Australasia and East Asia. Among its best known works are: the Menil Collection in Houston, Texas; the Kansai International Airport Terminal Building in Osaka; the Kanak Cultural Center in New Caledonia; the Beyeler Foundation in Basel; the Rome Auditorium; the Maison Hermès in Tokyo; the Morgan Library and the New York Times Building in New York City; and the California Academy of Sciences in San Francisco. Recently completed works include the Shard in London and the New Whitney Museum in New York.

Gensler is an American design and architecture firm headquartered in San Francisco. As of 2015, it operates offices in 46 cities in 16 countries worldwide. Notable projects include the JetBlue terminal at the John F. Kennedy International Airport, the Ritz-Carlton Hotel, the Dubai International Financial Centre and the Broad Contemporary Art Museum.

Construction Management Services. Paratus Group II Inc. (“Paratus”) provides project management services to the Academy Museum Foundation. Paratus consults with the Academy Museum Foundation on all planning aspects related to the design and construction of the Academy Museum project. They have helped procure the services of the Architects as well as the engineers, and other critical specialists, they wrote the first building program and they have assembled the overall project budget. Paratus has managed the programming and design of 14 institutions and has completed 10 with four in process today.

Environmental Review and Land Use Approvals

California Environmental Quality Act and Land Use Approvals. The Academy Museum has received all the necessary approvals under the California Environmental Quality Act and the City of Los Angeles land use regulations. In particular, the Los Angeles City Council approved the Academy Museum project in June 2015. The City of Los Angeles issued the project’s demolition permit in September 2015 and demolition of the portion of the May Company Building, which is not deemed to be a historic landmark, will commence in September 2015.

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Anticipated Museum Operating Results

The table below provides a summary of the anticipated Academy Museum operating results on an annual basis (the “Anticipated Museum Operating Results”). Four scenarios are presented, based upon different ticket prices and attendance tied to these prices. Under these scenarios, the total anticipated expenses, revenues and shortfalls are:

Anticipated Annual Museum Operating Results

Higher Ticket Price Scenario Lower Ticket Price Scenario Attendance 860,500 877,710 Revenues $37,142,391 $36,235,380 Expenses $37,138,449 $37,222,203 Shortfall $ ---- $986,622

The Academy Obligated Group generally expects that the Academy Museum’s revenues from operations will be sufficient to fund its operating costs. To the extent that the Academy Museum has any shortfalls from operations of the Academy Museum, the Academy anticipates funding such shortfalls in the form of equity contributions to the Academy Museum Foundation.

Management of the Academy Obligated Group prepared the foregoing Anticipated Annual Museum Operating Results and believes them to be reasonable. Management of the Academy Obligated Group believes it has used reliable information as a baseline for its assumptions about ticket prices, attendance, revenue and expenses. However, material differences between anticipated and actual results may occur. Future economic and other conditions, including without limitation, the destruction or loss of a substantial portion of the Academy Museum’s facilities, litigation, competition, and changes in the demand for the Academy Museum’s services and offerings, could materially adversely affect income and receipts of the Academy Museum.

Management of the Academy Museum

Kerry Brougher is the Director of the Academy Museum. He is now Curator Emeritus and was previously Chief Curator and Interim Director of the Smithsonian’s Hirshhorn Museum in Washington, DC, Director of the Museum of Modern Art in Oxford, England, and curator at the Museum of Contemporary Art in Los Angeles. As a curator, he has won awards and recognition for such influential exhibitions as Hall of Mirrors: Art and Film Since 1945 (1996), Notorious: Alfred Hitchcock and Contemporary Art (1999), Visual Music (2005), and The Cinema Effect: Illusion, Reality and the Moving Image (2008). He has also served as curator for groundbreaking moving-image artist commissions such as Doug Aitken’s SONG 1 (2012), a 360-degree projection on the Hirshhorn Museum’s curved façade. He has a BA in art history from UC Irvine and a MA in film history from UCLA. Mr. Brougher is currently employed by the Archival Foundation.

Deborah Horowitz is the Managing Director, Creative Content and Programming for the Academy Museum. In this role, she is responsible for the content development and management of the Academy Museum, including exhibitions, collection, education, public programs, and publications. She was previously the Director, Curatorial Administration and Publications of the Smithsonian’s Hirshhorn Museum in Washington, DC, where she served for almost a decade and worked on the curatorial team and produced catalogues for such exhibitions as Damage Control: Art and Destruction Since 1950 (2013), Ai Weiwei: According to What? (2012), Yves Klein: Into the Void (2010), and The Cinema Effect: Illusion, Reality, and the Moving Image (2008) as well as artist commissions like Doug Aitken: SONG 1 (2012), a 360-degree projection on the Hirshhorn Museum’s curved façade. From 1999-2005, she served as Editor and Manager of Curatorial Publications at The Walters Art Museum in Baltimore. She holds a B.A. in Literature and International Studies and an M.A. in Literature from The American

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University in Washington, DC, and a Master of Studies and a Ph.D. in English from Oxford University. Ms. Horowitz is currently employed by the Archival Foundation.

Fundraising Staff. The Foundation’s fundraising staff, currently consisting of ten people including directors and managers of such areas as corporate partnerships, foundation and government relations, major gifts and annual giving and membership, handles the Foundation’s fundraising efforts. Bill Kramer, who has served as the Academy Museum's Managing Director, Academy Museum and External Relations since 2012, has informed the Academy that he intends to depart at the end of December 2015 to take a position at a college on the East Coast. The Foundation intends to hire a new Managing Director for fundraising before the end of 2015.

THE ACADEMY – ORGANIZATIONAL INFORMATION

Academy Background, History and Mission

The Academy of Motion Picture Arts and Sciences was incorporated on May 4, 1927 as a not-for-profit corporation chartered under the laws of California. The Academy is currently organized under California law as a nonprofit mutual benefit corporation that is a professional honorary membership organization composed of over 7,000 motion picture craftsmen and women. The Academy is exempt from federal taxation as an organization described in Section 501(c)(6) of the Internal Revenue Code of 1986, as amended (the “Code”).

The Academy’s mission is to recognize and uphold excellence in the motion picture art and science, to inspire imagination, and to connect the world through the medium of motion pictures. It does this by preserving the past, honoring the present, and shaping the future of motion pictures, consistent with the purposes set forth in its articles of incorporation. The Academy’s field of activity does not include economic, labor or political matters. As more fully described below, the Foundation operates as the charitable, cultural, educational and preservational arm of the Academy.

Academy Membership and Branches

Membership Standards. Membership in the Academy is by invitation of the Board of Governors and is limited to individuals who have achieved distinction in the motion picture art and science. Membership is conferred by the Board of Governors by a majority vote of the Governors or, in the case of life members (discussed below), by the unanimous vote of the Governors. Some of the criteria for admittance are: film credits of a caliber which reflect the high standards of the Academy, receipt of an Academy Award® nomination, achievement of unique distinction, earning of special merit, or making of an outstanding contribution to film.

Branches and Branch Members. Academy members represent 17 specified craft branches: Actors Makeup Artists & Hairstylists Casting Directors Music Cinematographers Producers Costume Designers Public Relations Designers Short Films and Feature Animation Directors Sound Documentary Visual Effects Executives Writers Film Editors A candidate for membership in the Academy must be sponsored by at least two members of the branch for which the person may qualify. Each proposed member must first receive the favorable endorsement of the appropriate branch executive committee before his or her name is submitted to the Board of Governors for its approval.

Other Member Categories. The Board of Governors also may invite to Academy membership members-at-large and associate members, and bestow life membership for individuals of particular merit:

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 Members-at-large are those engaged in theatrical film production, but for whose craft there is no separate branch. They have all the privileges of branch membership except for representation on the Board of Governors.  Associate members are those closely allied to the industry but not actively engaged in motion picture production. They are not represented on the Board of Governors and do not vote on Academy Awards®.  Life members are designated by unanimous vote of the Board of Governors and have full privileges of membership, but pay no dues. Members also may opt for retired status, which reduces their dues cost, but also removes their rights to vote for Academy Awards® or members of the Board of Governors.

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Current Membership Data. The current membership levels of the 17 branches, the members-at-large and the associate members are as follows:

Academy of Motion Picture Arts and Sciences Membership (as of August 18, 2015)

Branch / Member Category Active Members Retired Members Total Actors 1153 114 1267 Casting Directors 86 2 88 Cinematographers 229 31 260 Costume Designers 117 13 130 Designers 282 48 330 Directors 401 29 430 Documentary 239 8 247 Executives 464 24 488 Film Editors 259 28 287 Makeup Artists & Hairstylists 141 22 163 Music 257 9 266 Producers 488 30 518 Public Relations 394 31 425 Short Films and Feature Animation 406 27 433 Sound 442 64 506 Visual Effects 361 17 378 Writers 395 23 418 Members-at-Large 221 32 253 Total Voting Members 6,335 552 6,887 Associates 176 126 302 Total Active Members 6,511 678 7,189

Academy Board of Governors

Board of Governors. Oversight, control and strategic direction of the business and property of Academy and the general policies of the Academy are vested in the Academy’s Board of Governors (the “Board of Governors”). As discussed below, the Board of Governors also indirectly oversees and controls the Foundation and the Foundation’s three supporting non-profit foundations. There are 51 members of the Board of Governors (each, a “Governor”), three from each of the 17 membership branches, divided into three classes with staggered terms. Governors are elected for three-year terms, with one representative from each membership branch being elected annually. This method assures a continuity of experience from year-to-year. No member shall be eligible to serve as Governor for more than nine years in consecutive succession. Governors are not compensated for their service on the Board.

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The current members of the Board of Governors are set forth in the following table:

Academy of Motion Picture Arts and Sciences Board of Governors (as of August 1, 2015)

Current Academy Governor Branch Current Consecutive Affiliation Term Expires Term(s) on Board 1. Kate Amend. Ms. Amend is the editor of the Oscar®- Documentary July 2017 in First Term winning documentaries “Into the Arms of Strangers: Stories of the Kindertransport” and “The Long Way Home.” Her recent credits include “The Case against 8,” “First Position” and “Crazy Wisdom: The Life and Times of Chogyam Trungpa, Rinpoche.” 2. John Bailey. Mr. Bailey’s cinematography credits include Cinema- July 2016 in Second Term “The Way, Way Back,” “Country Strong” and “He’s Just tographers Not That into You.” 3. Ed Begley Jr. Mr. Begley’s film acting credits include “A Actors July 2016 in Second Term Mighty Wind” and “Pineapple Express” 4. Curt R. Behlmer. Mr. Behlmer, senior vice president of Sound July 2016 in Third Term content solutions and industry relations at Dolby Laboratories, is a recipient of the John A. Bonner Medal of Commendation for his outstanding service to the Academy. 5. Annette Bening. Ms. Bening earned an Oscar® nomination Actors July 2017 in Third Term for her supporting role in “The Grifters” and additional nominations for her lead performances in “American Beauty,” “Being Julia” and “The Kids Are All Right.” 6. Albert Berger. Mr. Berger received an Oscar® nomination Producers July 2017 in First Term for “Nebraska.” His other credits include “Little Children” and “Cold Mountain” and “Election.” 7. Charles Bernstein. Mr. Bernstein’s credits include Music July 2017 in First Term “Inglourious Basterds,” “Refusenik” and “Monster-in- Law.” 8. Kathryn Bigelow. Ms. Bigelow won Oscars® for directing Directors July 2016 in Second Term and producing “The Hurt Locker.” Her other directing credits include “Zero Dark Thirty,” “K-19: The Widowmaker” and “Point Break.” 9. Jim Bissell. Mr. Bissell is a production designer who earned Designers July 2018 in Third Term an Oscar® nomination for his work on “Good Night, and Good Luck.” His credits also include “Mission: Impossible – Ghost Protocol,” “The Spiderwick Chronicles” and “E.T. The Extra-Terrestrial.” 10. Kathryn L. Blondell. Ms. Blondell has served as hairstylist Makeup July 2017 in Second Term on such films as “Django Unchained,” “J. Edgar,” Artists and “Revolutionary Road,” “Blood Diamond,” “Shampoo” and Hairstylists “Harold and Maude.”

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Current Academy Governor Branch Current Consecutive Affiliation Term Expires Term(s) on Board 11. Jon Bloom. Mr. Bloom’s live action short film “Overnight Short Films July 2016 in Second Term Sensation” earned an Oscar® nomination. He founded the and Feature production company Bloomfilm in 1987. Animation 12. Lois Burwell. Ms. Burwell won an Oscar® for her makeup Makeup July 2018 in First Term work on “Braveheart” and a second nomination for “Saving Artists and Private Ryan.” Her other feature credits include “The Hairstylists Princess Bride,” “War Horse” and “Lincoln.” 13. Rick Carter. Mr. Carter has won Academy Awards® for Designers July 2017 in Second Term his work as production designer on “Lincoln” and “Avatar.” He earned additional nominations for “War Horse” and “Forrest Gump,” and also has worked on such films as “Munich,” “War of the Worlds” and “Jurassic Park.” 14. Bill Corso. Mr. Corso won an Academy Award® for his Makeup July 2016 in First Term makeup work on “Lemony Snicket’s A Series of Artists and Unfortunate Events” and has won three Emmys®, most Hairstylists recently for HBO’s “Grey Gardens.” His other feature credits include “Savages,” “Enchanted,” “Planet of the Apes” (2001), “Dr. Seuss’ How the Grinch Stole Christmas” and “Galaxy Quest.” 15. Caleb Deschanel. Mr. Deschanel is the five-time Oscar®- Cinema- July 2017 in First Term nominated cinematographer of “The Right Stuff,” “The tographers Natural,” “Fly Away Home,” “The Patriot” and “The Passion of the Christ.” 16. Richard Edlund. Mr. Edlund has won four Oscars®, for Visual July 2016 in Third Term “Star Wars,” “The Empire Strikes Back,” “Raiders of the Effects Lost Ark” and “Return of the Jedi,” and has earned an additional six nominations. He also is the recipient of three Scientific and Technical Achievement Awards and the John A. Bonner Medal of Commendation. 17. Daniel R. Fellman. Mr. Fellman is the president of Executives July 2017 in First Term domestic distribution at Warner Bros. In his career, he has overseen the theatrical releases of eight “Harry Potter” films, the “Dark Knight” trilogy, the “Matrix” trilogy, the “Superman” films, “Happy Feet,” “Gravity,” “The Lego Movie,” and Best Picture winners “Chariots of Fire,” “Million Dollar Baby,” “The Departed” and “Argo.” 18. Charles Fox. Mr. Fox has received Oscar® nominations for Music July 2016 in Third Term composing the songs “Richard’s Window” from “The Other Side of the Mountain” and “Ready To Take A Chance Again” from “Foul Play.” 19. Michael Giacchino. Mr. Giacchino won an Oscar® for his Music July 2018 in First Term original score for “Up.” His other credits include “Inside Out,” “Jurassic World,” “Super 8” and “Ratatouille,” for which he received an Oscar® nomination.

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Current Academy Governor Branch Current Consecutive Affiliation Term Expires Term(s) on Board 20. Jim Gianopulos. Mr. Gianopulos is the chairman and CEO Executives July 2018 in First Term of 20th Century Fox, overseeing film production, marketing and distribution of content in all media. He also works with emerging technologies and represents the studio in industry matters and key charitable efforts. 21. Alex Gibney. Mr. Gibney is the writer, director and Documentary July 2016 in First Term producer of several documentary features, including the Oscar®-nominated “Enron: The Smartest Guys in the Room,” the Oscar®-winning “Taxi to the Dark Side” and “Gonzo: The Life and Work of Dr. Hunter S. Thompson.” He also has received two Emmy® Awards and a Grammy® for his work. 22. Tom Hanks. Mr. Hanks, a five-time Academy Award® Actors July 2018 in Third Term nominee, won back-to-back Oscars® for his lead performances in “Philadelphia” and “Forrest Gump.” His other credits include “Captain Phillips,” “Saving Mr. Banks” and the three “Toy Story” films. 23. Cheryl Boone Isaacs. Ms. Boone Isaacs is a public Public July 2017 in Second Term relations executive and the former head of publicity at Relations Paramount Pictures. She also served as president of theatrical marketing for New Line Cinema. 24. Mark Johnson. Mr. Johnson, recipient of a Best Picture Producers July 2016 in First Term Oscar® nomination for “Bugsy” and a statuette for “Rain Man,” also has produced such films as “The Chronicles of Narnia: The Voyage of the Dawn Treader” and “My Sister’s Keeper.” 25. Lora Kennedy. Ms. Kennedy has worked as a casting Casting July 2017 in Second Term director for more than 25 years, on such features as Directors “Soapdish,” “Tombstone,” “Argo” and “Man of Steel.” She is the 2012 recipient of the Casting Society of America’s Hoyt Bowers Award for outstanding contribution to the casting profession. 26. Rory Kennedy. Ms. Kennedy received an Oscar® Documentary July 2018 in First Term nomination for the documentary feature “Last Days in Vietnam.” Her other credits include “Ethel,” “Killing in the Name,” “Ghosts of Abu Ghraib.” 27. Kathleen Kennedy. Ms. Kennedy is the eight-time Producers July 2018 in Second Term Oscar®-nominated producer of “E.T. The Extra- Terrestrial,” “The Color Purple,” “The Sixth Sense,” “Seabiscuit,” “Munich,” “The Curious Case of Benjamin Button,” “War Horse” and “Lincoln.” 28. Lynzee Klingman. Ms. Klingman was nominated for an Film Editors July 2016 in First Term Academy Award® for her work on “One Flew over the Cuckoo’s Nest.” Her other credits include “Ali,” “Man on the Moon,” “A River Runs through It” and the documentary feature “Hearts and Minds.”

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Current Academy Governor Branch Current Consecutive Affiliation Term Expires Term(s) on Board 29. John Knoll. Mr. Knoll has earned five Oscar® nominations Visual July 2018 in Second Term for Visual Effects, for “Star Wars Episode I: The Phantom Effects Menace,” “Star Wars Episode II Attack of the Clones” and three films in the “Pirates of the Caribbean” franchise. He won an Oscar® for his work on “Pirates of the Caribbean: Dead Man’s Chest.” 30. Bill Kroyer. Mr. Kroyer directed and produced the Short Films July 2018 in Third Term Oscar®-nominated animated short film “Technological and Feature Threat.” He also directed the animated feature “FernGully: Animation The Last Rainforest.” He is currently a co-chair of the Academy’s Science and Technology Council. 31. Jeffrey Kurland. Mr. Kurland’s recent feature film credits Costume July 2017 in Third Term include “Tomorrowland,” “Beautiful Creatures” and Designers “Inception.” He earned an Oscar® nomination for his work on “Bullets over Broadway.” 32. Deborah Nadoolman Landis. Ms. Nadoolman Landis Costume July 2018 in Second Term designed the costumes for “National Lampoon’s Animal Designers House,” “The Blues Brothers,” “Raiders of the Lost Ark,” “Three Amigos” and “Coming to America,” for which she received an Academy Award® nomination. 33. Marvin Levy. Mr. Levy is an executive vice president at Public July 2018 in First Term DreamWorks Studios, where he oversees the creation and Relations execution of film marketing strategies. Prior to DreamWorks, Mr. Levy worked at MGM, Cinerama Releasing and Columbia Pictures, and also headed his own company. 34. Carol Littleton. Ms. Littleton earned an Oscar® Film Editors July 2018 in First Term nomination for her work on “E.T. The Extra-Terrestrial.” She also has edited such features as “A Walk in the Woods,” “Margot at the Wedding,” “Beloved” and “The Big Chill.” 35. Judianna Makovsky. Ms. Makovsky received Oscar® Costume July 2016 in First Term nominations for her costume designs for “Seabiscuit,” Designers “Harry Potter and the Sorcerer’s Stone” and “Pleasantville.” Her other feature credits include “Captain America: The Winter Soldier” and “The Hunger Games.” 36. Mark Mangini. Mr. Mangini is a three-time Oscar®- Sound July 2017 in First Term nominated sound editor, for “Star Trek IV: The Voyage Home,” “Aladdin” and “The Fifth Element.” He recently served as a supervising sound editor on “Mad Max: Fury Road.” 37. Michael Mann. Mr. Mann is a four-time Oscar® nominee, Directors July 2018 in Second Term with a Best Picture nomination for “The Aviator” and Writing, Directing and Best Picture nominations for “The Insider.” His numerous feature directing credits include “Ali,” “Heat” and “The Last of the Mohicans.”

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Current Academy Governor Branch Current Consecutive Affiliation Term Expires Term(s) on Board 38. Scott Millan. Mr. Millan has won four Academy Awards® Sound July 2018 in Second Term as a re-recording mixer, for “Apollo 13,” “Gladiator,” “Ray” and “The Bourne Ultimatum.” He received additional nominations for his work on “Schindler’s List,” “Braveheart,” “Road to Perdition,” “Salt” and “Skyfall.” 39. Daryn Okada. Mr. Okada’s cinematography credits Cinema- July 2018 in First Term include “Let’s Be Cops,” “Dolphin Tale 2,” “Just Like tographers Heaven,” “Mean Girls” and “Leo Tolstoy’s Anna Karenina.” 40. Amy Pascal. Ms. Pascal runs Pascal Pictures, where she Executives July 2016 in First Term serves as producer on several upcoming projects including Paul Feig’s “Ghostbusters” and Marvel’s “Spider-Man.” Prior to forming the company, she served as Co-Chairman of Sony Pictures Entertainment. 41. Jan Pascale. Ms. Pascale was nominated for an Academy Designers July 2016 in First Term Award® for her work as set decorator on “Good Night, and Good Luck.” Her other credits include “Argo,” “The Spiderwick Chronicles,” “Syriana” and “Training Day.” 42. Billy Ray. Mr. Ray received an Oscar® nomination for his Writers July 2018 in First Term adapted screenplay for “Captain Phillips.” His other credits include “Secret in Their Eyes,” “The Hunger Games,” “Breach” and “Shattered Glass.” 43. Phil Robinson. Mr. Robinson earned an Oscar® Writers July 2017 in Third Term nomination for his screenplay for “Field of Dreams,” which he also directed. 44. Bob Rogers. Mr. Rogers has received two Oscar® Short Films July 2017 in First Term nominations, for his live action short films “Ballet and Feature Robotique” and “Rainbow War.” He is the founder and Animation chief creative officer of BRC Imagination Arts, an experience design agency. 45. David Rubin. Mr. Rubin’s career as a casting director Casting July 2016 in First Term spans three decades and more than 70 motion pictures, Directors including “Fried Green Tomatoes,” “The English Patient,” “Men in Black” and “Lars and the Real Girl.” In 2002 he received the Casting Society of America’s Hoyt Bowers Award for outstanding contribution to the casting profession. 46. Robin Swicord. Ms. Swicord earned an Adapted Writers July 2016 in Second Term Screenplay nomination for the screen story for “The Curious Case of Benjamin Button.” Her credits also include “Little Women,” “Matilda,” “Memoirs of a Geisha” and “The Jane Austen Book Club,” which she also directed.

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Current Academy Governor Branch Current Consecutive Affiliation Term Expires Term(s) on Board 47. Bill Taylor. Mr. Taylor has contributed to the visual effects Visual July 2017 in First Term of more than 200 features, including “G.I. Joe: The Rise of Effects Cobra,” “Public Enemies,” “Milk” and “The Fast and the Furious.” He is a founder and honorary life member of the Visual Effects Society as well as the 2012 recipient of the John A. Bonner Medal of Commendation. 48. Bernard Telsey. Mr. Telsey has been a casting director for Casting July 2018 in Second Term stage, television and motion picture productions for more Directors than 25 years. His feature credits include “Finding Forrester,” “Rent,” “Across the Universe,” “Dan In Real Life,” “Rachel Getting Married,” “Sex and the City,” “Margin Call” and “The Odd Life of Timothy Green.” 49. Michael Tronick. Mr. Tronick’s film editing credits Film Editors July 2017 in Second Term include “Scent of a Woman,” “Mr. and Mrs. Smith,” “Hairspray,” “The Green Hornet” and “2 Guns.” 50. Nancy Utley. Ms. Utley is co-president of Fox Searchlight Public July 2016 in First Term Pictures, where she jointly manages all aspects of the Relations company, including production, acquisitions, marketing and distribution. 51. Edward Zwick. Mr. Zwick has directed such films as Directors July 2017 in First Term “Glory,” “The Last Samurai,” “Blood Diamond” and “Love & Other Drugs.” As a producer, he received a Best Picture Oscar® for “Shakespeare in Love” and a nomination for “Traffic.”

Meetings of the Board of Governors. Meetings of the Board of Governors may be called at any time by the Academy’s President or upon written request of seven Governors. Generally, the Board of Governors holds meetings seven times per year, including a meeting in August (shortly after the annual election of new Governors) to elect Academy officers, as well as meetings in late August, September, December, January, March and June.

The Executive Committee and other Board Committees. The Board of Governors exercises certain of its oversight of and authority over Academy affairs through Board Committees, including an Audit Committee, an Executive Committee (consisting of the seven Elected Officers discussed below) and a Finance Committee. The seven Governors then serving as Elected Officers may take certain actions on behalf of the Board of Governors in certain circumstances, including emergencies affecting the vital interests of the Academy, when convening a full meeting of the Board of Governors in time is not possible.

Academy Officers and Management

Academy Officers. The officers of the Academy include a President, a Chief Executive Officer, a First Vice President and three additional Vice Presidents, a Treasurer, a Chief Financial Officer and a Secretary:  The President, among other things, performs public duties as official head of the Academy, calls and presides over Board of Governors’ meetings and officers’ meetings, acts as an ex officio (non-voting) member of all Academy committees and subcommittees, appoints the chairs of each branch’s Executive Committee, and appoints chairs of any Board committees not otherwise chaired by a specific officer as provided in the Academy’s bylaws.  The Chief Executive Officer manages the day-to-day business of the Academy, including hiring, firing and supervision of its staff.

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 The four Vice Presidents shall each be elected to chair a specific Board Committee. The First Vice President shall be elected to serve as chair of the Awards and Events Committee. In the absence or the disability of the President, the First Vice President shall take his or her place and perform his or her duties, succeeded by the next three Vice Presidents in order of their election, the Secretary, and then the Treasurer.  The Treasurer chairs the Finance Committee and, together with the President and Chief Executive Officer, convenes a working group to oversee the negotiation of broadcast contracts for the annual Academy Awards Program.  The Chief Financial Officer is responsible to collect, keep and disburse Academy funds, to maintain the books and accounts of the Academy which are annually audited, and to prepare an annual budget for approval by the Board of Governors.  The Secretary chairs the Membership and Administration Committee, is the liaison between the Board and the Members-at-Large, and causes minutes of Board meetings to be taken and maintained. The Academy’s President, First Vice President, three additional Vice Presidents, Treasurer and Secretary (collectively, the “Elected Officers”) are elected annually, to a one-year term in such office, by the Board of Governors from among the then- current Governors. All Elected Officers must be active or life members of the Academy. No Governor is eligible to serve the same elected office for more than four one-year terms in consecutive succession. Any Governor who serves four consecutive years in any of the four Vice President positions will not be eligible to serve again in any Vice President position until at least one year has elapsed. The Academy’s Chief Executive Officer is appointed by the Board of Governors. The Academy’s Chief Financial Officer is hired by the Chief Executive Officer. Persons selected as Chief Executive Officer or Chief Financial Officer need not be members of the Academy.

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The Academy officers as of August 5, 2015 are listed in the following table. All terms are one-year in length and expire in August 2016.

Academy of Motion Picture Arts and Sciences Selected Officers (as of August 5, 2015)

Office Current Academy Officeholder Reelection Term Limit (four consecutive terms) President Cheryl Boone Isaacs. Certain information about Ms. Isaacs appears in the until August 2017 Governors table above – under “Academy Board of Governors”. First Vice Jeffrey Kurland. Certain information about Mr. Kurland appears in the until August 2017 President Governors table above – under “Academy Board of Governors”. Vice President Kathleen Kennedy. Certain information about Ms. Kennedy appears in the until August 2019 Governors table above – under “Academy Board of Governors”. Vice President John Bailey. Certain information about Mr. Bailey appears in the until August 2018 Governors table above – under “Academy Board of Governors”. Vice President Bill Kroyer. Certain information about Mr. Kroyer appears in the until August 2018 Governors table above – under “Academy Board of Governors”. Treasurer Jim Gianopulos. Certain information about Mr. Gianopulos appears in the until August 2019 Governors table above – under “Academy Board of Governors”. Secretary Phil Robinson. Certain information about Mr. Robinson appears in the until August 2019 Governors table above – under “Academy Board of Governors”. Chief Executive Dawn Hudson. Ms. Hudson has been the Academy’s Chief Executive Not applicable Officer Officer since 2011. Prior to that, she was the Executive Director of Film Independent (formerly IFP/Los Angeles) since 1991. Prior to Film Independent, Ms. Hudson was Editor-in-chief of St Louis magazine and a freelance magazine writer. She received her B.A. from Harvard University, and did graduate work in political science at the Institut des Etudes Politiques in Grenoble, France, and at Washington University in St. Louis, Missouri. Hudson serves on the Advisory Board of the Latino Entertainment Media Institute. Chief Financial Andrew Horn. Mr. Horn has been the Academy’s Chief Financial Officer Not applicable Officer since 2012. Prior to that, he had served as the Academy’s controller for more than a decade. Prior to joining the Academy staff, Mr. Horn worked at the Academy’s longtime accountants, PricewaterhouseCoopers, where he had over seven years of experience as a financial auditor and consultant. Previously, Mr. Horn served as a commissioned officer in the United States Navy. He received a BA in history from the University of Virginia and an MBA from the University of Southern California in finance and accounting. He is a Certified Public Accountant.

Ms. Hudson and Mr. Horn are employed by the Academy, but also provide certain services to the four Academy foundations.

Academy Committees. There are over 40 standing committees and subcommittees of the Academy that provide ongoing oversight for the administration of the Academy and the Foundation as well as the many programs and activities of the organizations. Included in this group of committees are the Executive Committees and Branch Nominating Committees

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of each of the 17 membership branches and the Audit Committee. In addition, there are six standing committees: the Membership and Administration Committee, the Awards and Events Committee, the Education and Outreach Committee, the Museum Committee, the Preservation and History Committee, and the Finance Committee.

All committees report to the Academy’s Board of Governors. The six Board committees are chaired by the elected officers. The Academy President appoints the chairs of all other committees.

Academy Relationship with other Non-profits in the Academy Obligated Group

The Academy’s Board of Governors comprise all of the active members of the Foundation (discussed below) entitled to vote or participate in the management and direction of the Foundation’s affairs. As such, the Academy’s Board of Governors elect the Foundation’s Board of Trustees. The Foundation’s Board of Trustees, in turn, appoint the Board of Trustees of each of the Vine Street Foundation, the Archival Foundation and the Academy Museum Foundation (each discussed below). The Board of Trustees of each of the Foundation, the Vine Street Foundation, the Archival Foundation and the Academy Museum Foundation appoint the officers of that foundation, and exercise all powers and control the business and affairs of its foundation. As a result, the Academy’s Board of Governors controls, directly or indirectly, each of the Foundation, the Vine Street Foundation, the Archival Foundation and the Academy Museum Foundation.

THE FOUNDATION – ORGANIZATIONAL INFORMATION

Foundation Background, History and Mission

The Academy Foundation was organized in 1944 as a California non-profit corporation with the purpose of organizing and overseeing the Academy’s educational and cultural activities for the motion picture industry, including the preservation of its history and the promotion of its future. As the charitable, cultural, educational and preservational arm of the Academy, the Foundation is partially supported by its parent institution, the Academy.

The Foundation is exempt from federal taxation as an organization described in Section 501(c)(3) of the Code. The Foundation is a “Nonprivate Foundation”, designated by the I.R.S. as a “Public Charity” under section 170(b)(1)(A)(vi) of the Code.

The concept of the Foundation was first discussed at a meeting in September, 1942, by Charles Coburn, George Stevens, Farciot Edouart, Walter Wanger and Darryl Zanuck. However, it was not until January 31, 1944 that articles of incorporation for the Foundation were filed. The Foundation’s first trustees, under the leadership of Walter Wanger, included Jean Hersholt, Mary C. McCall Jr., Howard Hawks and Cary Grant.

One of the first projects of the Foundation was the sponsorship of the Paper Print Project. Between 1896 and 1912, more than 3,000 films in the form of paper prints were deposited with the Library of Congress for copyright purposes. In 1953, at the request of the Library of Congress, the Foundation undertook the funding of the transfer of these prints to safety film, thus ensuring that the earliest works of the motion picture industry was available for study by students and scholars.

In recent years the Foundation’s facilities and programs have grown significantly, including the completion of the Fairbanks Center in Beverly Hills in 1991, the completion of the Pickford Center in Hollywood in 2002 and the ongoing growth of the Academy Film Archive and the Margaret Herrick Library as central sources of information on all facets of motion pictures.

Foundation Membership, Board of Trustees and Control by the Academy’s Board of Governors

The Foundation has two types of members, “Active” and “Fellow”. Only Active members are entitled to vote or participate in the management and direction of the Foundation’s affairs. The Foundation’s Active members consist of the members of the Academy’s Board of Governors while in office. Fellows are select Foundation contributors invited by the Foundation’s Board of Trustees to serve as non-voting members of the Foundation.

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The Foundation is governed by a nine-member Board of Trustees (the “Foundation Board”), which exercises all powers and controls all business of the Foundation. The trustees of the Foundation Board (“Foundation Trustees”) are elected to serve one-year terms by a majority vote of the Academy’s Board of Governors, acting as the Active members of the Foundation. All Foundation Trustees must be current members of the Academy Board of Governors.

As a result, the Academy Board of Governors controls the Foundation Board and, accordingly, the Foundation. In turn, as discussed below, the Foundation Board controls each of the Academy Museum Foundation, the Archival Foundation and the Vine Street Foundation.

The following table lists the names of the Foundation Trustees who currently serve on the Foundation Board and their respective branch affiliations. All terms are one-year in length and expire in August 2016.

Academy Foundation Board of Trustees (as of August 5, 2015)

Current Foundation Trustee Branch Affiliation 1. John Bailey. Certain information about Mr. Bailey appears in the Governors table above – Cinematographers under “Academy Board of Governors”. 2. Ed Begley, Jr. Certain information about Mr. Begley appears in the Governors table above Actors – under “Academy Board of Governors”. 3. Annette Bening. Certain information about Ms. Bening appears in the Governors table Actors above – under “Academy Board of Governors”. 4. Jim Gianopulos. Certain information about Mr. Gianopulos appears in the Governors Executives table above – under “Academy Board of Governors”. 5. Cheryl Boone Isaacs. Certain information about Ms. Isaacs appears in the Governors table Public Relations above – under “Academy Board of Governors”. 6. Kathleen Kennedy. Certain information about Ms. Kennedy appears in the Governors Producers table above – under “Academy Board of Governors”. 7. Bill Kroyer. Certain information about Mr. Kroyer appears in the Governors table above – Short Films and under “Academy Board of Governors”. Feature Animation 8. Jan Pascale. Certain information about Ms. Pascale appears in the Governors table above Designers – under “Academy Board of Governors”. 9. David Rubin. Certain information about Mr. Rubin appears in the Governors table above – Casting Directors under “Academy Board of Governors”.

Meetings of the Foundation Board may be called at any time by the Foundation’s President, by its Vice President or upon written request of any five Foundation Trustees. The Foundation Board anticipates holding meetings four times per year.

Foundation Officers and Management

The Foundation Board elects the officers of the Foundation, including a President, one or more Vice Presidents, a Secretary and a Treasurer. Each such officer is elected annually for a one-year term and serves at the pleasure of the Foundation Board. The Foundation Board may also from time to time appoint a Chief Executive Officer, a Chief Financial Officer, an assistant treasurer, an assistant secretary and other officers of the Foundation as the Foundation Board may deem necessary for the business of the Foundation.

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The Foundation officers as of August 20, 2015 are listed in the following table. All terms are one-year in length and expire in August 2016.

Academy Foundation Officers (as of August 20, 2015)

Office Foundation Officers President Kathleen Kennedy. Certain information about Ms. Kennedy appears in the Governors table above – under “Academy Board of Governors”. Vice President Annette Bening. Certain information about Ms. Bening appears in the Governors table above – under “Academy Board of Governors”. Vice President Bill Kroyer. Certain information about Mr. Kroyer appears in the Governors table above – under “Academy Board of Governors”. Treasurer Jim Gianopulos. Certain information about Mr. Gianopulos appears in the Governors table above – under “Academy Board of Governors”. Secretary David Rubin. Certain information about Mr. Rubin appears in the Governors table above – under “Academy Board of Governors”. Chief Executive Officer Dawn Hudson. Certain information about Ms. Hudson appears in the Academy Officers table above – under “Academy Officers”. Chief Financial Officer Andrew Horn. Certain information about Mr. Horn appears in the Academy Officers table above – under “Academy Officers”.

Ms. Hudson and Mr. Horn are employed by the Academy, but provide certain services to the Foundation, the Academy Museum Foundation, the Archival Foundation and the Vine Street Foundation.

THE ACADEMY MUSEUM FOUNDATION – ORGANIZATIONAL INFORMATION

Academy Museum Foundation Background, History and Mission

The Academy Museum Foundation, formerly known as the Homewood Foundation, was organized in March 2005 as a California non-profit public benefit corporation, with the purpose of owning and operating a museum dedicated to the art and science of motion pictures. As part of the Academy’s charitable, cultural, educational and preservational arm, the Academy Museum Foundation is partially supported by the Foundation.

The Academy Museum Foundation is exempt from federal taxation as an organization described in Section 501(c)(3) of the Code. The Academy Museum Foundation is a Type I “supporting organization” described in Section 509(a)(3) of the Code, with the Foundation as its “supported organization”. As such, the Academy Museum is classified by the I.R.S. as a “Nonprivate Foundation” and a “Public Charity” under section 509(a) of the Code.

Academy Museum Foundation Board of Trustees; Control by the Foundation’s Board of Trustees

The Academy Museum Foundation has no members. It is governed by a nine-member Board of Trustees (the “Academy Museum Board”), which exercises all powers and controls all business of the Academy Museum Foundation. Members of the Academy Museum Board (“Academy Museum Trustees”) are elected by a majority vote of the Foundation Board to serve one-year terms. As a result, the Foundation’s Board of Trustees controls the Academy Museum Board and, so, the Academy Museum Foundation. As explained above, the Foundation Board is elected by the Academy’s Board of Governors.

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The following table lists the nine current members of the Academy Museum Board and their branch affiliations. All terms are one-year in length and expire in August 2016.

Academy Museum Foundation Board of Trustees (as of August 20, 2015)

Current Academy Museum Trustee Branch Affiliation 1. John Bailey. Certain information about Mr. Bailey appears in the Governors table above – Cinematographers under “Academy Board of Governors”. 2. Ed Begley, Jr. Certain information about Mr. Begley appears in the Governors table above Actors – under “Academy Board of Governors”. 3. Annette Bening. Certain information about Ms. Bening appears in the Governors table Actors above – under “Academy Board of Governors”. 4. Jim Gianopulos. Certain information about Mr. Gianopulos appears in the Governors Executives table above – under “Academy Board of Governors”. 5. Cheryl Boone Isaacs. Certain information about Ms. Isaacs appears in the Governors table Public Relations above – under “Academy Board of Governors”. 6. Kathleen Kennedy. Certain information about Ms. Kennedy appears in the Governors Producers table above – under “Academy Board of Governors”. 7. Bill Kroyer. Certain information about Mr. Kroyer appears in the Governors table above – Short Films and under “Academy Board of Governors”. Feature Animation 8. Jan Pascale. Certain information about Ms. Pascale appears in the Governors table above Designers – under “Academy Board of Governors”. 9. David Rubin. Certain information about Mr. Rubin appears in the Governors table above – Casting Directors under “Academy Board of Governors”.

Meetings of the Academy Museum Board may be called at any time by the Academy Museum Foundation’s President, by its Vice President or upon written request of any five Academy Museum Trustees. The Academy Museum Board anticipates holding meetings four times per year.

The Academy Museum Board may designate one or more committees with legal authority to act for the Academy Museum Foundation. Any such committee must consist of two or more Academy Museum Trustees, and serves at the pleasure of the Academy Museum Board. The Academy Museum Foundation’s bylaws excepts certain actions from the authority granted to any such committee (including approval of certain self-dealing transactions), requiring that such actions be taken only by the entire Academy Museum Board.

Academy Museum Foundation Officers and Management

The Academy Museum Foundation has seven specified officers, including a President, two Vice Presidents, a Secretary, a Treasurer, a Chief Executive Officer and a Chief Financial Officer. Each such position is appointed by and serves at the pleasure of the Academy Museum Board. The Academy Museum Board may also from time to time appoint such other officers or agents as the Academy Museum Board may deem necessary for the business of the Academy Museum Foundation.

The Academy Museum officers as of August 20, 2015 are listed in the following table. All terms are one-year in length and expire in August 2016.

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Academy Museum Foundation Selected Officers (as of August 20, 2015)

Office Current Academy Museum Foundation Officeholder President Kathleen Kennedy. Certain information about Ms. Kennedy appears in the Governors table above – under “Academy Board of Governors”. Vice President Annette Bening. Certain information about Ms. Bening appears in the Governors table above – under “Academy Board of Governors”. Vice President Bill Kroyer. Certain information about Mr. Kroyer appears in the Governors table above – under “Academy Board of Governors”. Treasurer Jim Gianopulos. Certain information about Mr. Gianopulos appears in the Governors table above – under “Academy Board of Governors”. Secretary David Rubin. Certain information about Mr. Rubin appears in the Governors table above – under “Academy Board of Governors”. Chief Executive Officer Dawn Hudson. Certain information about Ms. Hudson appears in the Academy Officers table above – under “Academy Officers”. Chief Financial Officer Andrew Horn. Certain information about Mr. Horn appears in the Academy Officers table above – under “Academy Officers”.

Ms. Hudson and Mr. Horn are employed by the Academy, but provide certain services to the Academy Museum Foundation, the Foundation, the Archival Foundation and the Vine Street Foundation.

THE ARCHIVAL FOUNDATION – ORGANIZATIONAL INFORMATION

Archival Foundation Background, History and Mission

The Archival Foundation was organized in January 2006 as a California non-profit public benefit corporation, with the purpose of taking over certain activities and operations then carried on by the Foundation, including management and operation of the Douglas Fairbanks Center for Motion Picture Study, the Margaret Herrick Library and the Academy Film Archive. As part of the Academy’s charitable, cultural, educational and preservational arm, the Archival Foundation is partially supported by the Foundation.

The Archival Foundation is exempt from federal taxation as an organization described in Section 501(c)(3) of the Code. The Archival Foundation is a Type I “supporting organization” described in Section 509(a)(3) of the Code, with the Foundation as its “supported organization”. As such, the Archival Foundation is classified by the I.R.S. as a “Nonprivate Foundation” and a “Public Charity” under section 509(a) of the Code.

Archival Foundation Board of Trustees; Control by the Foundation’s Board of Trustees

The Archival Foundation has no members. It is governed by a nine-member Board of Trustees (the “Archival Board”), which exercises all powers and controls all business of the Archival Foundation. Members of the Archival Board (“Archival Trustees”) are elected by a majority vote of the Foundation’s Board of Trustees to serve one-year terms. As a result, the Foundation’s Board of Trustees controls the Archival Board and, so, the Archival Foundation. As explained above, the Foundation’s Board of Trustees is elected by the Academy’s Board of Governors.

The following table lists the nine current members of the Archival Board and their branch affiliations. All terms are one-year in length and expire in August 2016.

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Archival Foundation Board of Trustees (as of August 20, 2015)

Current Archival Trustee Branch Affiliation 1. John Bailey. Certain information about Mr. Bailey appears in the Governors table above – Cinematographers under “Academy Board of Governors”. 2. Ed Begley, Jr. Certain information about Mr. Begley appears in the Governors table above Actors – under “Academy Board of Governors”. 3. Annette Bening. Certain information about Ms. Bening appears in the Governors table Actors above – under “Academy Board of Governors”. 4. Jim Gianopulos. Certain information about Mr. Gianopulos appears in the Governors Executives table above – under “Academy Board of Governors”. 5. Cheryl Boone Isaacs. Certain information about Ms. Isaacs appears in the Governors table Public Relations above – under “Academy Board of Governors”. 6. Kathleen Kennedy. Certain information about Ms. Kennedy appears in the Governors Producers table above – under “Academy Board of Governors”. 7. Bill Kroyer. Certain information about Mr. Kroyer appears in the Governors table above – Short Films and under “Academy Board of Governors”. Feature Animation 8. Jan Pascale. Certain information about Ms. Pascale appears in the Governors table above Designers – under “Academy Board of Governors”. 9. David Rubin. Certain information about Mr. Rubin appears in the Governors table above – Casting Directors under “Academy Board of Governors”.

Meetings of the Archival Board may be called at any time by the Archival Foundation’s President, by its Vice President or upon written request of any five Archival Trustees. The Archival Board anticipates holding meetings four times per year.

The Archival Board may designate one or more committees with legal authority to act for the Archival Foundation. Any such committee must consist of two or more Archival Trustees and serves at the pleasure of the Archival Board. The Archival Foundation’s bylaws excepts certain actions from the authority granted to any such committee (including approval of certain self-dealing transactions), requiring that such actions be taken only by the entire Archival Board.

Archival Foundation Officers and Management

The Archival Foundation has seven specified officers, including a President, two Vice Presidents, a Secretary, a Treasurer, a Chief Executive Officer and a Chief Financial Officer. Each such position is appointed by and serves at the pleasure of the Archival Board. The Archival Board may also from time to time appoint such other officers and agents as the Archival Board may deem necessary for the business of the Archival Foundation.

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The Archival Foundation officers as of August 20, 2015 are set forth in the following table. All terms are one-year in length and expire in August 2016.

Archival Foundation Selected Officers (as of August 20, 2015)

Office Current Archival Foundation Officeholder President Kathleen Kennedy. Certain information about Ms. Kennedy appears in the Governors table above – under “Academy Board of Governors”. Vice President Annette Bening. Certain information about Ms. Bening appears in the Governors table above – under “Academy Board of Governors”. Vice President Bill Kroyer. Certain information about Mr. Kroyer appears in the Governors table above – under “Academy Board of Governors”. Treasurer Jim Gianopulos. Certain information about Mr. Gianopulos appears in the Governors table above – under “Academy Board of Governors”. Secretary David Rubin. Certain information about Mr. Rubin appears in the Governors table above – under “Academy Board of Governors”. Chief Executive Officer Dawn Hudson. Certain information about Ms. Hudson appears in the Academy Officers table above – under “Academy Officers”. Chief Financial Officer Andrew Horn. Certain information about Mr. Horn appears in the Academy Officers table above – under “Academy Officers”.

Ms. Hudson and Mr. Horn are employed by the Academy, but provide certain services to the Archival Foundation, the Academy Museum Foundation, the Vine Street Foundation and the Foundation.

Kerry Brougher and Deborah Horowitz are employed by the Archival Foundation, but provide certain services to the Academy Museum Foundation. Bill Kramer, who is also employed by the Archival Foundation and has served as the Academy Museum's Managing Director, Academy Museum and External Relations since 2012, has informed the Academy that he intends to depart at the end of December 2015 to take a position at a college on the East Coast.

THE VINE STREET ARCHIVE FOUNDATION – ORGANIZATIONAL INFORMATION

Vine Street Foundation Background, History and Mission

The Vine Street Archive Foundation was organized in May 2001 as a California non-profit public benefit corporation, with the purpose of promoting and furthering the study and importance of motion pictures in the life of the public. Among other things in pursuit of that mission, the Vine Street Foundation owns and manages the Mary Pickford Center for Motion Picture Studies in Hollywood. As part of the Academy’s charitable, cultural, educational and preservational arm, the Vine Street Foundation is partially supported by the Foundation.

The Vine Street Foundation is exempt from federal taxation as an organization described in Section 501(c)(3) of the Code. The Vine Street Foundation is a Type I “supporting organization” described in Section 509(a)(3) of the Code, with the Foundation as its “supported organization”. As such, the Vine Street Foundation is classified by the I.R.S. as a “Nonprivate Foundation” and a “Public Charity” under section 509(a) of the Code.

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Vine Street Foundation Board of Trustees; Control by the Foundation’s Board of Trustees

The Vine Street Foundation has no members. It is governed by a nine-member Board of Trustees (the “Vine Street Board”), which exercises all powers and controls all business of the Vine Street Foundation. Members of the Vine Street Board (“Vine Street Trustees”) are elected by a majority vote of the Foundation’s Board of Trustees to serve one-year terms. As a result, the Foundation’s Board of Trustees controls the Vine Street Board and, so, the Vine Street Foundation. As explained above, the Foundation’s Board of Trustees is elected by the Academy’s Board of Governors.

The following table lists the nine current members of the Vine Street Board and their branch affiliations. All terms are one-year in length and expire in August 2016.

The Vine Street Foundation Board of Trustees (as of August 20, 2015)

Current Vine Street Trustee Branch Affiliation 1. John Bailey. Certain information about Mr. Bailey appears in the Governors table above – Cinematographers under “Academy Board of Governors”. 2. Ed Begley, Jr. Certain information about Mr. Begley appears in the Governors table above Actors – under “Academy Board of Governors”. 3. Annette Bening. Certain information about Ms. Bening appears in the Governors table Actors above – under “Academy Board of Governors”. 4. Jim Gianopulos. Certain information about Mr. Gianopulos appears in the Governors Executives table above – under “Academy Board of Governors”. 5. Cheryl Boone Isaacs. Certain information about Ms. Isaacs appears in the Governors table Public Relations above – under “Academy Board of Governors”. 6. Kathleen Kennedy. Certain information about Ms. Kennedy appears in the Governors Producers table above – under “Academy Board of Governors”. 7. Bill Kroyer. Certain information about Mr. Kroyer appears in the Governors table above – Short Films and under “Academy Board of Governors”. Feature Animation 8. Jan Pascale. Certain information about Ms. Pascale appears in the Governors table above Designers – under “Academy Board of Governors”. 9. David Rubin. Certain information about Mr. Rubin appears in the Governors table above – Casting Directors under “Academy Board of Governors”.

Meetings of the Vine Street Board may be called at any time by the Vine Street Foundation’s President, by its Vice President or upon written request of any five Vine Street Trustees. The Vine Street Board anticipates holding meetings four times per year.

The Vine Street Board may designate one or more committees with legal authority to act for the Vine Street Foundation. Any such committee must consist of two or more Vine Street Trustees and serves at the pleasure of the Vine Street Board. The Vine Street Foundation’s bylaws excepts certain actions from the authority granted to any such committee (including approval of certain self-dealing transactions), requiring that such actions be taken only by the entire Vine Street Board.

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Vine Street Foundation Officers and Management

The Vine Street Foundation has seven specified officers, including a President, two Vice Presidents, a Secretary, a Treasurer, a Chief Executive Officer and a Chief Financial Officer. Each such position is appointed by and serves at the pleasure of the Vine Street Board. The Vine Street Board may also from time to time appoint such other officers and agent as the Vine Street Board may deem necessary for the business of the Vine Street Foundation.

The Vine Street Foundation officers as of August 20, 2015 are set forth in the following table. All terms are one- year in length and expire in August 2016.

The Vine Street Foundation Selected Officers (as of August 20, 2015)

Office Current Vine Street Foundation Officeholder President Kathleen Kennedy. Certain information about Ms. Kennedy appears in the Governors table above – under “Academy Board of Governors”. Vice President Annette Bening. Certain information about Ms. Bening appears in the Governors table above – under “Academy Board of Governors”. Vice President Bill Kroyer. Certain information about Mr. Kroyer appears in the Governors table above – under “Academy Board of Governors”. Treasurer Jim Gianopulos. Certain information about Mr. Gianopulos appears in the Governors table above – under “Academy Board of Governors”. Secretary David Rubin. Certain information about Mr. Rubin appears in the Governors table above – under “Academy Board of Governors”. Chief Executive Officer Dawn Hudson. Certain information about Ms. Hudson appears in the Academy Officers table above – under “Academy Officers”. Chief Financial Officer Andrew Horn. Certain information about Mr. Horn appears in the Academy Officers table above – under “Academy Officers”.

Ms. Hudson and Mr. Horn are employed by the Academy, but provide certain services to the Vine Street Foundation, the Academy Museum Foundation, the Archival Foundation and the Foundation.

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ACADEMY OF MOTION PICTURE ARTS AND SCIENCES CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED JUNE 30, 2015, 2014 AND 2013

B-1      .               

.             



   

  

             

                 

             

             

             

                 

             

            

   .     

  

       .         

    .      .           .                                   .     .                         .                                           .  .                        .                                                                                           .                                    .   .                         .                                               .          .                              .        .       

  

                 

 .              

.                

 

                                            .          .                                       .                 .                                                 .            .      .                     .      .                 

 .            .                      

 

         .                  .                                     .                          .                                                                              .                     .       .        .                 .       .                 .     .    

 .            .                  

 

                        .        .                                    .                                                                         .             .          .                                     .                    .                    .            .                     .     .    

          .                .        .      .                 .  .         .             

 .          

 .                

 .  .    

 .  .         .             .           .         .  .     .                         .             .      .        .                .                      .      .   .                                 

               

                                      .            .                   .         .       .          . 

       .       .   .      .            .     

           .    .   .                   .                     .       .                 .                               .               

                     .     .                       .    .   . 

                              

 .                

 .                .                .     .                 

     .   .       .        .  .                .  .            .

        .  .        .                    

                 .               .           .     

         .    .          .         .                   

    .              . .                                          .          .             

                  

             .   .                       .    .                                  

                  .  .  .                                .      .    .    .    

 .                

         .                      .                .                 

                        

       .  .                                                        .            .   .        

      .                    .             .    .       

                        .       .    .                    . .          .      

                                            .     . .          

           .  .       

           .              .     .          . .  .                 .                .        

.                    .            .               .     .             

 .                

.                                . .     .  . .        .     

            .                      .             .                 .         

       .              .  . .                          

  .                .  .       .   .         .           .      

    .                .         .                  .  .             .          

     .                                                                 .  

   .                    .          .           .           .                         

.   .        .     .   .                              .           .            .               

 .                

   .   .   .           .        .            

 .     .           .                                                       .           .     .          .  

           .       .  .              .   .          .           .           

         .         .          .          .  .         .               .   .          .           .  .    .          .                      

.            

 

.                    

         .    .                                                 

 .                

        .                       .    .               .   .    .       

 .                   .

                   .       .      .             .                       .       .    .                   .         

             .                    .

 .              

                                     .                          .                                 

 .                

                                 .        .            .                                                   .        .  .   .      .                               .                                    .   .                                                                     .   

         .                  .           .                                    .             .     .                 .                  .   

             .                                                                         .           .                   .                                    .  

 .                



       

       

                              .                                             

         .   

 

                              

            

 

.                

 .                

  

        .          .    .      

        

                               .                                             

            

        .          .    .      

        

                               .                                             

            

 .                

          .                         .        .  .  .            .             .

   .     .             .      .                                   .    .  . .         .                          .

                                                

                                       .    .  .      

                            .                             .                     

                    .                             .          

                                          .

 .                

                                       

      .  

      .  .          .      .

                        

                         .              .

 

  .                                       

             .       .                       .   .             

 .                

    

           

 

                                 

  

                 .            

 

   .        .   .      .   .      .                   

          .                  

 

   .        .   .      .   .      .      

 .                

            .               

 

   .        .   .      .   .      .      

.     

.            

 

                                 

                  .       .          .         

 .                

      

             

 

                                  

  

         

 

                          

                  

                

 .                

   

         

 

               .                  

 .  

 .                 .           .

                    



      

 

     .       

 .                

                       .       .            .        .     .      . .                                   .      .   .  .      .     .   .    .     . .                      .           .        .         .                                             .          

.       .     .   .        . . .            .                 .  .     .              .        .  . .        .         .   .                 

 .    .                       

             .                        .           .   .                   .   .        .                               .          

 .                

         .   

 

                                      

     

     .          .     .                              .       .        .      .           .         .        .    .               . .          .                .     .    .                  .                                                

   .     .                         .    .                .            .     .     .

 .                

 

 .              .             .                    

                             .        .   .                                                                 .       .           .  .           .       .              

     

       

  

     

      

       .

               

. .    

                                                           

 .                

       .         

. .   

                                             

                               

   .          .  .     .           

 

                    .     

   .          .  .     .           

 

        

 .                 .                   .    .  . . .   

 .                

         .      .                 .     .                      

      .                      .            .                .   .      .     .        

           .                   .           .      .      

     

 .    .         .   .       .           .     .   . .         .             .         .        .         .                .                              .            .                   .                .  

 .         .  .  .     .  .         .               .        .                .  . .    .      .  .                   .    .          .   .        .       .                     .                     . .          .                .  .      .                    .   .        .         .

 .                

 .                     .         .               .               .                     .         .    .    .      ..       

 .                                

             

        

.                  .                                                   

              

        

      .                                   .          .        

                 

 .                

        

       .                  .              .                 .        

           .

        

                                                               

              

        

           

            

        

                   

 .                

              .   

        

                               

           

 

        .                      

 .                 

  .        

        

                        

             

    

              

 .                

                     

        

                                            

   .            

    

                   

         .                  .           .           .                                             .   

       

.                                      

 .                

                .    .  .    

       

                       .    .                                

          .    .  .    

       

                       .    .                                

       .                           

                                       

      .  

      .  .

 .                

                 .      .              .

 

  .                                                     

               

                                                       .           

  

 .                             .          .       .                         .          .       .          .        

            

       . .                  .                            .      .  

 .                

 .          .     .                  .   

 . 

 . . .              .                .                 .    .              

 

 .                    

 .              

   .     

.                

  

                                           .                     .                            .                 .                                                            .      .                    .                 

   .     

 .           

.                      

         .                  .                                 .                          .                                                                               .                     .        .        .               .                 .     .    

   .     

 .            .                  

  

                        .        .                                    .                                                                       .             .          .                                     .                                    .          .                    .     .               .            .        .      .                 .  .         .             

 .          

    .      .                 .      

 .  .    

 .  .         .         .                   .  .     .                           .             .      .                   .                      .      .   .        .           .               .     

               

                                      .            .                   .         .       .          . 

       .       .   .      .            .     

           .    .   .                   .                     .       .                 .                               .               

                     .     .                       .    .   . 



.                 .      

                       

 .                .                .     .                 

     .   .      .        .  .                 .  .            .

                 .               .           .     

         .    .          .         .                   

          .                                .

    .              . .                                          .          .             

                  

             .   .                       .    .                                  



.                 .      

                  .  .  .                                .      .    .    .    

         .                      .                .                 

             

       .  .                                                       .            .   .        

      .                    .             .    .       

                        .       .    .                    . .          .      

                                            .     . .          

           .  .       

           .              .     .          . .   .                    .        



.                 .      

.                    .            .               .     .              .                                . .           .     

            .                        .             .                 .         

       .              .  . .                          

  .                .  .       .   .         .           .      

    .                .         .                  .  .             .          

    .                 .                  .  .                .          

    .                               .         



.                 .      

     .                                                                 .  

   .                    .          .           .           .                         

.   .        .     .   .                              .           .            .               

   .   .   .           .        .            

 .     .           .                                                       .           .     .          .  

           .       .  .              .   .          .           .           



.                 .      

         .         .          .         .  .         .               .   .          .         .  .                    

.            

 

.                    

         .    .                                                 

     .                       .    .               .   .    .       

                   .       .     .       .         

             .                    .

 .              



.                 .      

                                  

                                         .   .      .                          . .                                          .       . .   .                                                                                .         .

                     .     .                  .  .  .         .        .               .                                   .         .                     .             .             .                     .   .        . .                                        .                   .   



.                 .      



       

       

                  .                          

        .   

 

                              

           

 

.                



.                 .      

  

        .          .    .      

        

              .                                                       

            

        .          .    .      

        

              .                                          

            

 

        .                        .        .  .  .            .             .



.                 .      

   .     .             .      .                                   .    .  . .         .     .    .               .

                                                

                                       .    .  .      

                            .                             .                     

                    .                             .          

                                          .



.                 .      

                                       

      .  

      .  .          .      .

                         .              .

 

  .                                      

             .       .                       .   .               

    

           

 

                                 



.                 .      

  

                .       .      

 

   .        .   .      .   .      .                   

.     

.            

 

                                 

                  .       .            .         



.                 .      

      

             

 

                                         

  

         

 

                            

   

         

 

               .                  



.                 .      

 .  

 .             .           .

                    



      

 

     .       

                       .       .            .        .     .      . .                                      .   .  .      .     .   .    .     . .                      .           .        .         .                                             .          



.                 .      

           .                        .           .   .                   .   .        .            

.       .     .   .        . . .            .                 .  .     .              .        .  .       .         .   .                 

 .    .                       

         .   

 

                                      

     

     .          .     .              .       .        .           .   .   .        .    .               . .          .                .     .    .                  .                                                



.                 .      

   .     .                                      .   

                       .       .      .           .                    

 

 .              .             .                    

                                     .        .   .                                                                 .       .           .  .           .       .              

     

       

  

     

      

       .



.                 .      

               

. .    

                                                           

       .         

. .   

    .                                                               

   .          .  .     .           

 

                    .     



.                 .      

   .          .  .     .           

 

        

 .                 .                   .    .  . . .   

         .      .                 .     .                      

      .                      .            .                .   .      .     .        

           .                   .           .      .      

     

 .    .       .   .       .           .     .   . .         .             .         .        .         .                .                              .            .                   .                .  



.                 .      

 .                     .         .               .               .                     .         .    .    .      ..       

 .                                

             

        

.                  .                                                   

              

        

           

            

        

                   



.                 .      

              .   

        

                               

           

 

        .                      

 .                 

  .        

        

                        

             

    

              



.                 .      

                     

        

                                                  

   .            

    

                   

         .                    .           .           .                                             .   

       

.                                               



.                 .      

                .    .  .    

       

                      .                                      

          .    .  .    

       

                        .                                              

       .                           

                                       

      .  

      .  .



.                 .      

                 .      .              .

 

  .                                                    

                                                       .           

  

 .                             .          .       .                                   .       .          .        

            

                                    



.                 .      

       . .                  .                                  .      .  

 . 

 . . .              .                .                 .

 

    .                .            

 .                    



APPENDIXC

SUMMARY OF PRINCIPAL LEGAL DOCUMENTS

The following is a summary of certain pravisions of the Indenture, the Loan Agreement and the Master Indenture which are not described elsewhere in this Qfficial Statement. These summaries do not purport to be complete or definitive and reference should be made to such documents for a full and complete statement of their provisions. Copies of the Indenture, Loan Agreement and the Master Indenture are available upon request from Wells Fargo Bank, National Association, as Trustee.

The Official Statement describes the 2015B Bonds only while they are in the Initial Index Mode Rate Period. There are significant differences with respect to the terms of the 2015B Bonds while in a Mode other than the Index Mode or during a subsequent Index Mode Rate Period

INDENTURE DEFINITIONS

"2008 Bonds" means the $35,000,000 California Infrastructure and Economic Development Bank Variable Rate Demand Refunding Revenue Bonds (Academy of Motion Picture Arts and Sciences Obligated Group) Series 2008.

"2015 Bonds" means the 2015A Bonds and the 2015B Bonds.

"2015A Bonds" means the California Infrastructure and Economic Development Bank Revenue Bonds (Academy of Motion Picture Arts and Sciences Obligated Group) Series 2015A.

"2015B Bonds" means the California Infrastructure and Economic Development Bank Revenue Bonds (Academy of Motion Picture Arts and Sciences Obligated Group) Series 20158.

"Act" means the Bergeson-Peace Infrastructure and Economic Development Bank Act, constituting Division I of Title 6. 7 of the California Government Code, as now in effect and as it may from time to time be amended or supplemented.

"Additional Bonds" or "Additional Series of Bonds" means additional Bonds or Series of Bonds that are issued pursuant to a Supplemental Indenture and in accordance with the requirements of the Indenture.

"Additional Payments" means the payments to be made by the Borrower in accordance with the Agreement and the Indenture.

"Agreement" or "Loan Agreement" means that certsin Loan Agreement, dated as of October 1, 2015, between the Issuer and the Borrower, as originally executed or as it may from time to time be supplemented, modified or amended subject to and in accordance with the terms of the Agreement and the Indenture.

"Amortizable Soft Put Bond Delayed Remarketing Period" means, with respect to any Bonds of a Series that are Amortizable Soft Put Bonds, the period from and including the applicable Scheduled Mandatory Tender Date, if such Amortizable Soft Put Bonds were not remarketed on such Scheduled Mandatory Tender Date, to (but not including) the date on which all the Bonds of such Series are purchased or redeemed.

"Amortizable Soft Put Bonds" means any Series of Bonds bearing interest in an Index Mode that have been designated by the Borrower as Amortizable Soft Put Bonds pursuant to the Indenture.

C-1 "AMPAS" means the Academy of Motion Picture Arts and Sciences, a nonprofit mutual benefit corporation organized and existing under the laws of the State, and its successors or assigns permitted pursuant to the Agreement.

"Assigned Collateral" shall have the meaning assigned to such term under paragraph (b) of "THE INDENTIJRE- Pledge and Assignment of Revenues and Rights under the Agreement" herein.

"Authorized Denominations" means (a) with respect to Bonds in the Long-Term Mode, $5,000 or any integral multiple thereof, (b) with respect to Bonds in the Index Mode, Daily Mode or Weekly Mode, $100,000 or any integral multiple of $5,000 in excess of $100,000, and (c) with respect to Bonds in the Direct Purchase Mode, $250,000 or any integral multiple of $5,000 in excess of $250,000.

"Beneficial Owner" means any Person who has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Bonds, including persons holding Bonds through nominees or depositories.

"Bond Counsel" means a firm of attorneys, selected by the Borrower or Issuer and reasonably acceptable to the Borrower and the Issuer, which are nationally recognized as experts in the area of municipal finance.

"Bondholder'' or "Holder" or "Owner'' means, with respect to any Bond, the Person in whose name such Bond is registered, including, if applicable, a Special Purchaser; provided that in the case of any Book-Entry Bond owned by a Special Purchaser, Bondholder, Holder or Owner shall mean the Beneficial Owner of such Book-Entry Bond.

"Bonds" means the 2015 Bonds and any Additional Bonds.

"Borrower" means the Academy Museum Foundation, a nonprofit public benefit corporation organized and existing under the laws of the State, and its successors or assigns permitted pursuant to the Agreement.

"Business Day'' means any day other than (i) a Saturday or Sunday, (ii) a day on which the Principal Corporate Trust Office of the Trustee is authorized or required by law to close, (iii) a day on which the New York Stock Exchange is closed (iv) any date on which the Federal Reserve System is closed; or (v) if such Business Day is related to a draw under a Credit Facility, a day on which the related Credit Facility Provider is authorized or required by law to close.

"Closing Date" means, with respect to a Series of Bonds, the date on which such Series of Bonds is originally issued.

"Code" means the Internal Revenue Code of 1986, as amended, and the regulations of the United States Department of Treasury issued thereunder, and in this regard reference to any particular section of the Code shall include reference to all successors to such section of the Code, when appropriate.

"Conversion" means a conversion, mandatory tender for purchase and successful remarketing of a Series of the Multi-Modal Bonds with respect to a change from one Mode to another Mode or one Interest Rate Period to another Interest Rate Period in the same Mode.

"Conversion Date" means the effective date of a Conversion of a Series of the Multi-Modal Bonds.

C-2 "Credit Facility Provider Agreement" means any agreement between the Borrower and any Credit Facility Provider, pursuant to which a Credit Facility is issued by such Credit Facility Provider, as the same may be amended or supplemented.

"Credit Facility Providers" means, collectively, any financial institution or institutions issuing a Credit Facility and their successors and assigns.

"Direct Purchase Agreement" means any agreement between the Borrower and the related Special Purchaser which shall be designated as the Direct Purchase Agreement with respect to a Series of Bonds in the Direct Purchase Mode.

"Electronic Means" means a facsimile transmission, email transmission or other similar electronic means of communication providing evidence of transmission, with receipt confirmed by the recipient by a telephone call or return facsimile transmission, email transmission or other similar electronic means of communication.

"Event of Default" means any of the events specified in the Indenture.

"Favorable Opinion of Bond Counsel" means, with respect to any action relating to a Series of Bonds, the occurrence of which requires such an opinion, a written legal opinion of Bond Counsel addressed to the Trustee, the Borrower, the Issuer, the related Credit Facility Provider, if any, the related Special Purchaser, if any, and the Remarketing Agent for such Series of Bonds, if any, to the effect that such action is permitted under the Indenture and will not impair the exclusion of interest on such Series of Bonds from gross income for purposes of federal income taxation or the exemption of interest on such Series of Bonds from personal income taxation under the laws of the State (subject to customary qualifications).

"Federal Funds Rate" means, with respect to a Series of Bonds, for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that; (a) if such day is not a Business Day, then the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day; and (b) if no such rate is so published on such next succeeding Business Day, then the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of one-hundredth of one percent) charged to the Calculation Agent on such day on such transactions as determined by the Calculation Agent.

"Fixed Rate" means the fixed interest rate on a Series of Bonds bearing interest at a fixed rate from issuance to maturity or that are remarketed to the Long-Term Interest Rate for a Long-Term Interest Rate Period that extends to maturity of such Bonds.

"Fixed Rate Bonds" means the Bonds of one or more Series that bear interest at a Fixed Rate.

"Indenture" means the Indenture, between the Issuer and the Trustee, as originally executed or as it may from time to time be supplemented, modified or amended by any Supplemental Indenture.

"Index Mode" means the Mode during which an Index Rate is in effect for a Series of Bonds. A Series of Index Mode Bonds shall be either Hard Put Bonds, Delayed Hard Put Bonds, Amortizable Soft Put Bonds or Soft Put Bonds as provided in the Indenture.

C-3 "Index Mode Applicable Percentage" means with respect to a Series of Multi-Modal Bonds in the Index Mode, the applicable percentage as designated by the Borrower in writing for the Trustee on the Index Mode Spread Determination Date for such Series of Multi-Modal Bonds pursuant to the Indenture.

"Index Mode Call Date" means, with respect to any fudex Mode Rate Period, the applicable Index Mode Standard Call Date unless the Borrower designates a different date pursuant to the Indenture.

"Index Mode Interest Rate" means (a) prior to (and not including) any Scheduled Mandatory Tender Date for any Index Mode Rate Period, a rate per annum equal to the fudex Rate multiplied by the Index Mode Applicable Percentage plus the Index Mode Spread applicable during such fudex Mode Rate Period, (b) during any Delayed Hard Put Bond Delayed Remarketing Period, the Delayed Hard Put Bond Secondary Rate, (c) during any Amortizable Soft Put Bond Delayed Remarketing Period, the Maximum Bond Interest Rate, and (d) during any Soft Put Bond Delayed Remarketing Period, the Soft Put Bond Delayed Remarketing Period Rate.

"Index Mode Rate Period'' means the period during which a particular Index Mode Interest Rate is scheduled to be in effect as provided in the Indenture.

"Index Mode Rate Weekly Determination Date" means the date on which the interest rate( s) with respect to a Series of the Multi-Modal Bonds in an Index Mode shall be determined, which shall be each Wednesday (or if Wednesday is not a Business Day, the immediately preceding Business Day).

"Index Mode Spread" means with respect to a Series of Multi-Modal Bonds in the Index Mode, the per annum rate (expressed as number of basis points to be added to the Index Rate) as designated by the Borrower in writing for the Trustee on the Index Mode Spread Determination Date for such Series of Multi-Modal Bonds pursuant to the hldenture.

"Index Mode Spread Determination Date" means the date that the Remarketing Agent determines the Index Mode Spread for an hldex Mode Rate Period which shall be at least one (1) Business Day prior to the first day of the applicable hldex Mode Rate Period.

"Index Mode Unscheduled Mandatory Tender Date" means a Business Day selected by the Borrower to be a Mandatory Tender Date in an Index Mode Rate Period for a Series of Multi-Modal Bonds in an Index Mode, which must occur on or after the related Index Mode Call Date and on or prior to the last day of such Index Mode Rate Period (which may occur during any Delayed Hard Put Bond Delayed Remarketing Period, Amortizable Soft Put Bond Delayed Remarketing Period or Soft Put Bond Delayed Remarketing Period).

"Index Mode Weekly Interest Period" means each period during which a particular Index Mode Interest Rate is in effect during an Index Mode Rate Period beginning on and including Thursday of each week through and including the next Wednesday (with adjustments for the beginning and ending dates of an Index Mode Weekly futerest Period as set forth in the Indenture.

"Index Rate" means the SIFMA Index or the LIBOR Index as determined by the Borrower pursuant to the Indenture.

"Initial Index Mode Rate Period" means with respect to the 20 15B Bonds, the initial Index Mode Rate Period scheduled to begin on the Closing Date and end on October 31, 2020, provided that, if the 2015B Bonds are not remarketed on the Scheduled Mandatory Tender Date, the Initial hldex Mode Rate Period for the 20 15B Bonds shall be extended in accordance with the fudenture.

C-4 "Interest Payment Date" shall be as provided in the Indenture for the Series 20 15A Bonds and as provided in a Supplemental Indenture for any Additional Bonds and for a Series of the Multi-Modal Bonds means:

(a) for any Weekly Interest Rate Period, the frrst Wednesday (or such other day specified in a Supplemental Indenture relating to a Series of Multi-Modal Bonds) of each calendar month, or, if the first Wednesday is not a Business Day, the next succeeding Business Day;

(b) for any Daily Interest Rate Period, Direct Purchase Interest Rate Period or Index Mode Rate Period, the first Business Day of each calendar month;

(c) for any Long Term Interest Rate Period, each May 1 and November 1;

(d) for each Interest Rate Period, the day next succeeding the last day thereof;

(e) any redemption date, any Mandatory Tender Date and any maturity date for Bonds;

(t) for Bank Bonds, as set forth in the related Credit Facility Provider Agreement then in effect; and

(g) for Direct Purchase Unremarketed Bonds, as set forth in the related Direct Purchase Agreement then in effect.

"Interest Rate Period" means each Daily Interest Rate Period, Weekly Interest Rate Period, Index Mode Rate Period, Long Term Interest Rate Period or Direct Purchase Interest Rate Period.

"Issuer" means the California Infrastructure and Economic Development Bank, or its successors and assigns.

"LlliOR Index" means, with respect to a Series of Multi-Modal Bonds in the Index Mode, for any computation date, the London interbank offered rate for U.S. dollar deposits for a one-month period, as reported on the Reuters Screen LlliOROl Page (or such other page as may replace Reuters Screen LlliOR 01 Page or such other service or services as may be nominated by the British Bankers' Association for the purpose of displaying London interbank offered rates for U.S. dollar deposits) as of 11:00 a.m., London time, on such computation date, or if any such computation date is not a London Business Day, on the next preceding London Business Day; provided that, if any such rate is not reported, LlliOR Index shall mean the rate as reported from another recognized source or interbank quotation.

"Loan Default Events" means any of the events of default specified in the Loan Agreement.

"Loan Payments" means the payments to be made by the Borrower pursuant to the Loan Agreement.

"London Business Day" means any day that is a day for trading by and between banks in Dollar deposits in the London interbank market.

"Mandatory Tender Date" means any date on which Multi-Modal Bonds are subject to mandatory tender for purchase pursuant to the Indenture.

"Maximum Bond Interest Rate" means the lesser of (a) Maximum Stated Rate and (b) the Maximum Lawful Rate.

C-5 "Maximum Lawful Rate" means the maximum rate of interest on the relevant obligation permitted by applicable law.

"Maximum Stated Rate" shall be the rate per annum as is provided for a Series of Multi-Modal Bonds in the Indenture or in a Supplemental Indenture. The Maximum Stated Rate for the 20 15B Bonds shall be 10% per annum.

"Mode" means, as the context may require, a Daily Mode, Weekly Mode, Long-Term Mode, an Index Mode or the Direct Purchase Mode.

"Multi-Modal Bonds" means the Bonds of one or more Series that are in one of the Modes and that have not been issued as, or converted to, Fixed Rate Bonds.

"OGMTf' means that certain Master Trust Indenture, dated as of October 1, 2015, among AMPAS, the Academy Foundation, The Vine Street Archive Foundation, the Archival Foundation and the Borrower, as the OG Members, and the OG Master Trustee, as originally executed, and as it may from time to time be supplemented, modified or amended in accordance with the terms thereof.

"OG Master Trustee" means Wells Fargo Bank, National Association, a national banking association duly organized and existing under the laws of the United States of America, or its successor, as master trustee under the OGMTI.

"OG Member" means each of AMPAS, the Academy Foundation, The Vine Street Archive Foundation, the Archival Foundation and the Borrower, as the OG Members obligated under the OGMTI.

"OGMTI Obligated Group" means the OG Members that are the OGMTI Obligated Group pursuant to the terms of the OGMTI.

"OGMTI Obligation" means an obligation issued under the OGMTI.

"OGMTI Obligation No. 1" means the obligation issued under the OGMTI and OGMTI Supplement No. 1 that secures the 2015A Bonds.

"OGMTI Obligation No. 2" means the obligation issued under the OGMTI and OGMTI Supplement No.2 that secures the 2015B Bonds.

"OGMTI Supplement No. 1" means that certain Supplemental Master Indenture for Obligation No. 1, dated as of October 1, 2015, between AMPAS and the OG Master Trustee, relating to the 2015A Bonds.

"OGMTI Supplement No. 2" means that certain Supplemental Master Indenture for Obligation No. 2, dated as of October 1, 2015, between AMPAS and the OG Master Trustee, relating to the 2015B Bonds.

"Opinion of Counsel" means a written opinion of counsel (who may be counsel for the Issuer or the Borrower) appointed by the Issuer, the Trustee or the Borrower, as appropriate, that is reasonably acceptable to the Credit Facility Providers receiving the same.

"Outstanding," when used as of any particular time with reference to Bonds, means all Bonds theretofore, or thereupon being, authenticated and delivered by the Trustee under the Indenture except (a) Bonds theretofore cancelled by the Trustee or surrendered to the Trustee for cancellation; (b) Bonds with respect to which all liability of the Issuer shall have been discharged in accordance with the

C-6 Indenture; and (c) Bonds for the transfer or exchange of which, or in lieu of or in substitution for which, other Bonds shall have been authenticated and delivered by the Trustee pursuant to the Indenture.

"Principal Corporate Trust Office" means with respect to the Trustee, the office of the Trustee at Wells Fargo Bank, National Association, Los Angeles, California, or such other address as may be designated by the Trustee in writing to the Issuer and the Borrower, except for purposes of transfer, exchange, registration, payment and surrender of Bonds in which case it means the office or agency of the Trustee which, at any particular time, its corporate trust agency business shall be conducted.

"Project" means the project described in Exhibit A to the Agreement and any project financed with proceeds of a Series of Additional Bonds.

"Property" means, as of any date, all land, improvements, facilities, fixtures and equipment then owned or controlled by the Borrower.

"Record Date" means (i) with respect to any Interest Payment Date in a Daily Mode, Weekly Mode, Index Mode or Direct Purchase Mode or with respect to Direct Purchase Unremarketed Bonds, the day immediately preceding such Interest Payment Date, and (ii) with respect to any Interest Payment Date for a Series of Bonds in a Long-Term Mode or Fixed Rate Bonds the fifteenth day immediately preceding that Interest Payment Date or, in the event that an Interest Payment Date shall occur less than 15 days after the first day of a Long-Term Interest Rate Period, that frrst day, in each case, even if such day is not a Business Day.

"Redemption Price" means, with respect to any Bond (or portion thereof), the principal amount of such Bond (or portion thereof), premium, if any, and interest, payable upon redemption thereof pursuant to the provisions of such Bond and the Indenture.

"Reimbursement Obligations" means obligations of the Borrower under each Credit Facility Provider Agreement to reimburse the related Credit Facility Provider for drawings under the related Credit Facility to pay the principal and purchase price of, and interest on a Series of Bonds, together with accrued interest thereon under the terms of such Credit Facility Provider Agreement.

"Remarketing Agent" means each Person qualified under the Indenture to act as Remarketing Agent for the Multi-Modal Bonds or a Series of Multi-Modal Bonds and appointed by the Borrower with the consent of the Issuer from time to time, subject to the approval of the Credit Facility Provider for any Series of Bonds supported by a Credit Facility. Wells Fargo Bank, National Association has been appointed Remarketing Agent for the Series 20 15B Bonds.

"Remarketing Agreement" means any remarketing agreement entered into with respect to one or more Series of Multi-Modal Bonds.

"Reserved Rights" means the Issuer's rights to indemnification, notices, consents, oprmons, certifications, reports and information set forth in the Agreement together with Additional Payments required to be paid to the Issuer, the rights of the Issuer to enforce the obligations of the Borrower pursuant to the Tax Agreement.

"Revenues" means all payments received by the Issuer or the Trustee from the Borrower or on behalf of the Borrower (except Additional Payments and any amounts paid by the Borrower pursuant to the indemuification provisions of the Agreement), including, without limiting the generality of the foregoing, Loan Payments (including both timely and delinquent payments, any late charges, and whether paid from any source), prepayments of all or any part of the Loan Payments, all interest, profits or other income derived from the investment of any money in any fund or account established pursuant to the

C-7 Indenture (except to the extent such interest, profits or other income is required to be transferred to or retained in the Rebate Fund pursuant to the Indenture or the Tax Agreement) and payments made by an OG Member pursuant to an OGMTI Obligation securing Bonds. Revenues shall include amounts received as Assigned Collateral as provided in the Indenture.

"Scheduled Mandatory Tender Date" means, with respect to any Series of Multi-Modal Bonds bearing interest in an Index Mode, the Business Day designated by the Borrower pursuant to the Indenture.

"Secured Beneficiary" shall have the meaning provided under paragraph (a) of ''THE INDENTURE- Pledge and Assignment of Revenues and Rights under the Agreement" herein.

"Secured Interests" shall have the meaning provided under paragraph (a) of"THE INDENTURE - Pledge and Assignment of Revenues and Rights under the Agreement" herein.

"Series" means the 20 15A Bonds, the 20 15B Bonds, or a series of Additional Bonds, as applicable.

"Soft Put Bond Delayed Remarketing Period" means, with respect to any Series of Index Mode Bonds that are Soft Put Bonds, the period from and including the applicable Scheduled Mandatory Tender Date, if such Soft Put Bonds were not remarketed on such Scheduled Mandatory Tender Date, to (but not including) the date of maturity of such Index Mode Bonds or the earlier date on which all the Index Bonds of such Series are purchased or redeemed.

"Soft Put Bonds" means any Series of Multi-Modal Bonds bearing interest in an Index Mode that have been designated by the Borrower as Soft Put Bonds pursuant to the Indenture.

"Soft Put Delayed Remarketing Period Rate" means, during any Soft Put Bond Delayed Remarketing Period, a per annum interest rate equal to the Maximum Bond Interest Rate.

"Special Mandatory Tender Date" means the following Mandatory Tender Dates: (a) any Scheduled Mandatory Tender Date for any Hard Put Bonds (but not including any Scheduled Mandatory Tender Date for Soft Put Bonds, Amortizable Soft Put Bonds and Delayed Hard Put Bonds), (b) any Delayed Hard Put Bond Secondary Tender Date, (c) any Direct Purchase Special Mandatory Tender Date, (d) any Mandatory Tender Date designated by a Credit Facility Provider pursuant to the Indenture, or (e) any Mandatory Tender Date designated by a Special Purchaser pursuant to the Indenture.

"Special Purchaser" means, with respect to Multi-Modal Bonds of a Series during any Direct Purchase Interest Rate Period or constituting Direct Purchase Unrernarketed Bonds, the Holder of such Multi-Modal Bonds, provided there is a single Holder of all such Multi-Modal Bonds and provided further that such Multi-Modal Bonds are not then held under the book-entry system of the Securities Depository. If there is more than one Holder of the Multi-Modal Bonds of any such Series, "Special Purchaser" means Holders owning a majority of the aggregate principal amount of the Multi-Modal Bonds of such Series then Outstanding. If the Multi-Modal Bonds of a Series are then held under the book-entry system of the Securities Depository, "Special Purchaser" means the Beneficial Owner of such Multi-Modal Bonds, provided that there is a single Beneficial Owner of all of such Multi-Modal Bonds. If there is more than one Beneficial Owner of the Multi-Modal Bonds of such Series, "Special Purchaser" means Beneficial Owners who are the beneficial owners of a majority of the aggregate principal amount of Multi-Modal Bonds of such Series then Outstanding. If at any time there are no Special Purchasers, then provisions relating to rights and notices to the Special Purchasers in the Indenture shall be of no force or effect.

C-8 "Supplemental Indenture" means any indenture duly authorized and entered into between the Issuer and the Trustee in accordance with the provisions of the Indenture.

"Tax Agreement" means the Tax Regulatory Agreement executed by the Issuer and the Borrower dated the date of issuance of the Bonds, and as the same may be further amended or supplemented in accordance with its terms.

"Tender Agent" means each Person qualified under the Indenture to act as Tender Agent with respect to the Multi-Modal Bonds and so appointed by the Borrower and so acting from time to time, and its successors.

"Tender Price" means the purchase price to be paid to the Holders of Multi-Modal Bonds subject to mandatory tender for purchase on a Mandatory Tender Date, which shall be equal to the principal amount thereof required to be tendered for purchase, without premium, plus accrued interest; provided, however, that in the case of a Conversion or attempted Conversion from a Long-Term Interest Rate Period on a date on which the Multi-Modal Bonds being converted would otherwise be subject to optional redemption pursuant to the terms of the Indenture if such Conversion did not occur, the Tender Price shall also include the optional redemption premium, if any, provided for such date under the terms of the Indenture.

"Trustee" means Wells Fargo Bank, National Association, a national banking association organized and existing under the laws of the United States of America, or any other association or corporation having an office for servicing the Bonds in New York, New York which may at any time be substituted in its place as provided in the Indenture. If at any time the Trustee is unable to carry out the tender agent functions provided in the Indenture, the term "Trustee" shall be required to be a fmancial institution having an office for servicing the Bonds in New York, New York appointed to act as tender agent by the Issuer which is qualified to carry out such functions and satisfies the requirements of the Indenture.

INDENTURE

Pledge and Assignment of Revenues and Rights under the Agreement

(a) Subject ouly to the provisions of the Indenture permitting the application thereof for the purposes and on the terms and conditions set forth in the Indenture, the Issuer pledges in favor of the Trustee, for the benefit of the Holders from time to time of the Bonds, any Special Purchasers from time to time and any Credit Facility Providers from time to time (collectively, the "Secured Beneficiaries"), to secure the payment of the principal of and premium, if any, and interest on the Bonds and Reimbursement Obligations in accordance with their terms and the provisions of the Indenture and the related Credit Facility Provider Agreement, respectively, together with all other obligations of the Borrower under each Credit Facility Provider Agreement and Direct Purchase Agreement (collectively, the "Secured Interests"), all of the Revenues and any other amounts (including proceeds of the sale of Bonds, but excluding Additional Payments and any other sums due to the Issuer pursuant to the Reserved Rights) held in any fund or account established pursuant to the Indenture other than the Rebate Fund (which shall be governed by the Indenture) or remarketing proceeds (provided that remarketing proceeds obtained upon a Conversion to a new Interest Rate Period shall only be pledged to the Series of Bonds which are subject to mandatory tender and/or being converted). Said pledge by the Issuer shall constitute a lien on and security interest in such assets and shall attach, be perfected and be valid and binding from and after delivery of the Bonds, without any physical delivery thereof or further act.

(b) In addition, the Issuer transfers in trust, grants a security interest in and assigns to the Trustee, for the benefit of the Secured Beneficiaries, and to secure the Secured Interests, all of the right,

C-9 title and interest of the Issuer in the Agreement (except Reserved Rights and the Rebate Fund, which as to the Rebate Fund an assignment is made as described below) and Obligation No. 1, Obligation No.2 and any other Obligation securing Bonds (the "Assigned Collateral"). The Trustee shall be entitled to and shall collect and receive all of the Assigned Collateral, and any Assigned Collateral collected or received by the Issuer shall be deemed to be held, and to have been collected or received, by the Issuer as the agent of the Trustee and shall forthwith be paid by the Issuer to the Trustee without any set-off whatsoever. The Trustee also shall be entitled to and shall (subject to certain provisions of the Indenture) take all steps, actions and proceedings reasonably necessary in its judgment to enforce all of the rights of the Issuer assigned to the Trustee and all of the obligations of the Borrower (except Reserved Rights) under the Agreement and Obligation No. 1, Obligation No. 2 and any other Obligation securing Bonds. The Issuer transfers in trust and assigns to the Trustee amounts payable to and on deposit in the Rebate Fund, such amounts to be administered and applied as provided in the Indenture.

Notwithstanding anything to the contrary in the Indenture, the Issuer shall have no obligation to and instead the Trustee shall, without further direction from the Issuer, take any and all steps, actions and proceedings, to enforce any or all rights of the Issuer (other than Reserved Rights) under the Indenture or the Agreement, including, without limitation, the rights to enforce the remedies upon the occurrence and continuation of an Event of Default and the obligations of the Borrower under the Agreement.

(c) The Bonds shall not constitute a debt or liability, or a pledge of the faith and credit, of the State or of any political subdivision thereof, other than as a limited obligation of the Issuer, which shall only be obligated to pay the Bonds solely from the Revenues and funds provided under the Indenture. The issuance of the Bonds shall not directly or indirectly or contingently obligate the State or any political subdivision thereof, including the Issuer, to levy or to pledge any form of taxation whatever therefor or to make any appropriation for their payment. The Issuer has no taxing power.

Tax Covenants

The Issuer, to the extent within its control, shall at all times do and perform all acts and things permitted by law and the Indenture which are necessary or desirable in order to assure that interest paid on the Bonds (or any of them) will be excluded from gross income for federal income tax purposes and shall take no action that would result in such interest not being so excluded. Without limiting the generality of the foregoing, the Issuer agrees to comply with the provisions of the Tax Agreement that are applicable to it. This covenant shall survive payment in full or defeasance of the Bonds; provided however, that with regard to the covenants of the Issuer to act or refuse to act in a certain manner in the future pursuant to this paragraph or the Tax Agreement, the Issuer is relying exclusively on the Borrower to act or refuse to act in the appropriate manner except to the extent a particular affirmative action by the Issuer is required or prohibited. Any requirement that the Issuer will not permit or allow an action, or similar requirement, shall pertain solely to the actions of the Issuer and the Issuer shall have no obligation to prevent, or attempt to prevent, any action by the Borrower.

Other Covenants; Amendment of Agreement

(a) Subject to the provisions of the Indenture, the Trustee shall upon receipt of amounts due from the Borrower pursuant to the Agreement, perform such duties as are expressly provided for in the Indenture which are imposed upon the Issuer under the Agreement and assigned to the Trustee pursuant to the Indenture and shall enforce, and take all steps, actions and proceedings reasonably necessary for the enforcement of the rights of the Issuer under the Agreement as assigned to the Trustee.

(b) The Issuer shall not amend, modify or terminate any of the terms of the Agreement, or consent to any such amendment, modification or termination, without the prior written consent of the Trustee. The Trustee shall give such written consent under the following circumstances:

C-10 (i) to add to the coveoants and agreemeots of the Issuer in the Agreemeot contained, other coveoants and agreemeots thereafter to be observed, or to assign or pledge additional security for the Bonds, or to surreoder any right or power reserved to or conferred upon the Issuer under the Indenture;

(ii) to make such provisions for the purpose of curing any ambiguity, inconsisteocy or omission, or of curing, correcting or supplemeoting any defective provision, contained in the Agreemeot;

(iii) in connection with an amendment of the Indeoture without the consent of Bondholders (as provided in the Indeoture ), for the purpose of conforming the terms, conditions and coveoants of the Agreemeot to the corresponding or related provisions of the lndeoture;

(iv) in connection with the issuance of additional indebtedness of the Borrower for the purpose of conforming the terms, conditions and coveoants of the Agreemeot as necessary or desirable to provide for such indebtedness;

(v) any ameodmeot that is effective only after the purchase of all the Bonds pursuant to a teoder and which is disclosed to the new purchasers of the Bonds;

(vi) any amendmeot or modification to the Agreemeot that does not materially and adversely affect the interests of the Holders of the Bonds; or

(vii) if the Holders of a majority in aggregate principal amount of the Bonds theo Outstanding consent in writing to such ameodmeot, modification or termination.

No such amendmeot, modification or termination shall reduce the amount of Loan Paymeots to be made to the Issuer or the Trustee by the Borrower pursuant to the Agreemeot, or extend the time for making such paymeots. On or prior to the effective date of any such ameodmeot to the Agreemeot, the Trustee shall receive a Favorable Opinion of Bond Counsel to the effect that such ameodmeot or modification is permitted under the lndeoture, and such amendmeot or modification will not cause interest on the Bonds to be included in the gross income of the Holders thereof for federal income tax purposes. The Trustee may rely on such opinion in giving its conseot to such ameodmeot or modification. The Trustee shall mail a copy of such ameodmeot as executed to the Credit Facility Providers and the Special Purchasers for the affected Series and each Rating Ageocy promptly after execution by the Issuer and the Borrower.

Any determination that any ameodmeot or modification to the Agreemeot does not materially and adversely affect the interests of the Holders of the Bonds pursuant to paragraph (vi) above (and any Favorable Opinion of Bond Counsel as to whether such ameodmeot or modification is permitted under the Indenture) may be based solely upon confirmation letter( s) from the Rating Agency or Agencies providing the theo-curreot credit ratings on the Bonds that such credit ratings will not be downgraded as a result of such amendmeot or modification; provided that a determination based on ratings confirmation pursuant to this paragraph may only be made if such credit ratings are investmeot grade (BBB-/Baa3) at the time of such proposed modification or ameodmeot.

Issuance of Additional Bonds

Additional Series of Bonds may be issued under the lndeoture subject to the following conditions:

(a) The Additional Series of Bonds are issued pursuant to a Supplemeotal Indeoture which sets forth the terms of such Series of Bonds, including but not limited to whether such Series of Bonds

C-11 shall be Fixed Rate Bonds or Multi-Modal Bonds, and the Trustee acts as trustee for such Additional Series of Bonds;

(b) Any collateral pledged to secure Additional Series of Bonds must also secure the Outstanding Bonds on a pari passu basis and an OGMTI Obligation shall be issued under the OGMTI to secure such Additional Series of Bonds;

(c) No such issuance of Additional Series of Bonds may occur should any event of default (or any event which, once all notice or grace periods have passed, would constitute an event of default) under the fudenture, under the Agreement, under any Credit Facility Provider Agreement or under any Direct Purchase Agreement shall have occurred and be continuing (or would result from such issuance) uuless such default shall be corrected upon such issuance of Additional Bonds;

(d) A Favorable Opinion of Bond Counsel must be delivered to the effect that the Additional Bonds are valid and binding obligations of the Issuer and are obligations the interest on which is excludable from gross income under the Code for federal income tax purposes (uuless such Bonds are issued as taxable instruments).

Notwithstanding the foregoing, the Borrower may incur indebtedness other than Additional Bonds in accordance with the Agreement and the OGMTI and any such indebtedness may be issued by the Borrower directly or on behalf of the Borrower by an issuer other than the Issuer, or may be incurred under documents other than the fudenture and the Loan Agreement and by an issuer other than the Issuer.

Events of Default; Acceleration; Waiver of Default

If one or more of the following events ("Events of Default") shall happen:

(a) if default shall be made in the due and punctual payment of the principal of, or premium (if any) on, any Bond when and as the same shall become due, whether at maturity or by redemption or by declaration of acceleration;

(b) if default shall be made in the due and punctual payment of any installment of interest on any Bond when and as such interest installment shall become due;

(c) if default shall be made in the due and punctual payment of the Tender Price of any Bond subject to mandatory tender for purchase on any Special Mandatory Tender Date;

(d) if material default shall be made by the Issuer in the performance or observance of any other of the material covenants, agreements or conditions on its part in the fudenture or in the Bonds contained, and such material default shall have continued for a period of sixty ( 60) days after written notice thereof, specifying such material default and requiring the same to be remedied, shall have been given to the Issuer and the Borrower by the Trustee, or to the Issuer, the Borrower and the Trustee by the Holders of not less than a majority in aggregate principal amount of the Bonds at the time Outstanding; or

(e) if a Loan Default Event has occurred and is continuing,

(f) receipt by the Trustee of (i) written notice from a Credit Facility Provider (if any) that the interest component of the related Credit Facility will not be reinstated after a draw and/or that an "Event of Default" under the related Credit Facility Agreement has occurred and is continuing, and (ii) written direction to cause an acceleration of the Bonds; or

(g) during a Direct Purchase Period or in the event any Multi-Modal Bonds of any Series constitute Direct Purchase Unremarketed Bonds, the Trustee shall receive a Direct Purchase Acceleration

C-12 notice from the related Special Purchaser that an "Event of Default" under the related Direct Purchase Agreement has occurred and is continuing and directing the Trustee to cause an acceleration of the Bonds (provided, that, for the avoidance of doubt, the delivery of a Direct Purchase Default Rate Notice by the related Special Purchaser shall not constitute an Event of Default under the fudenture ); then and in each and every such case during the continuance of such Event of Default, the Trustee, by notice in writing to the Issuer and the Borrower, may, and shall at the written request of the Holders of not less than a majority in aggregate principal amount of the Bonds at the time Outstanding, declare the principal of all the Bonds then Outstanding, and the interest accrued thereon, to be due and payable immediately, and upon any such declaration the same shall become and shall be immediately due and payable. The Trustee shall send a copy of the foregoing notice to the Rating Agencies. Upon any such declaration the Trustee shall promptly draw upon any then-existing Credit Facilities in accordance with the terms thereof and apply the amount so drawn to pay the principal of and interest on the Bonds so declared to be due and payable. futerest shall cease to accrue upon such declaration with respect to Bonds of any Series enhanced by a Credit Facility.

This provision, however, is subject to the condition that if, at any time after the principal of the Bonds shall have been so declared due and payable, and before any judgment or decree for the payment of the moneys due shall have been obtained or entered as provided in the fudenture, there shall have been deposited with the Trustee a sum sufficient to pay all principal on the Bonds matured prior to such declaration and all matured installments of interest (if any) upon all the Bonds, with interest on such overdue installments of principal at the rate borne by the respective Bonds, and the reasonable fees and expenses by the Trustee (including but not limited to those of its attorneys), and any and all other defaults known to the Trustee (other than in the payment of principal of and interest on the Bonds due and payable solely by reason of such declaration) shall, to the satisfaction of the Trustee no longer be continuing, or provision deemed by the Trustee to be adequate shall have been made therefor, then, and in every such case, the Holders of at least a majority in aggregate principal amount of the Bonds then Outstanding by written notice to the Issuer, the Credit Facility Providers, the Special Purchasers and the Trustee, may, on behalf of the Holders of all of the Bonds, rescind and annul such declaration and its consequences and waive such default; but no such rescission and annulment shall extend to or shall affect any subsequent default, or shall impair or exhaust any right or power consequent thereon.

Modification without Consent of Bondholders

Subject to the conditions and restrictions in the fudenture, the Issuer and the Trustee, at the expense of the Borrower, from time to time and at any time, may enter into an indenture or indentures supplemental to the fudenture, which indenture or indentures thereafter shall form a part of the fudenture, including, without limitation, for one or more of the following purposes; provided that the Trustee and Issuer shall have received a Favorable Opinion of Bond Counsel to the effect that such amendment or modification is permitted under the fudenture, is a valid and binding obligation of the Issuer and will not cause interest on the Bonds to be included in the gross income of the Holders thereof for federal income tax purposes, provided that the Trustee shall not be required to consent to any amendment that would adversely impact its rights:

(a) to add to the covenants and agreements of the Issuer in the fudenture contained, other covenants and agreements thereafter to be observed, or to assign or pledge additional security for the Bonds, or to surrender any right or power reserved to or conferred upon the Issuer;

(b) to make such provisions for the purpose of curing any ambiguity, inconsistency or omission, or of curing, correcting or supplementing any defective provision, contained in the fudenture;

C-13 (c) to modify, amend or supplement the Indenture or any indenture supplemental to the Indenture in such manner as to permit the qualification of the Indenture or such supplemental indenture under the Trust Indenture Act of 1939 or any similar federal statute hereafter in effect, and, if they so determine, to add to the Indenture or any supplemental indenture such other terms, conditions and provisions as may be permitted by said Trust Indenture Act of 1939 or similar federal statute;

(d) in connection with an amendment of the Agreement permitted by the Indenture for the purpose of conforming the terms, conditions and covenants of the Indenture to the corresponding or related provisions of such amended Agreement;

(e) in connection with the issuance of additional indebtedness of the Borrower for the purpose of conforming the terms, conditions and covenants of the Indenture as necessary or desirable to provide for such indebtedness;

(t) any amendment that is effective only after the purchase of all the Bonds and which is disclosed to the new purchasers of the Bonds; or

(g) any amendment or modification to the Indenture that does not materially and adversely affect the interests of the Holders of the Bonds.

Any supplemental indenture authorized by the provisions of this subheading may be executed by the Issuer and the Trustee without the consent of the Holders of any of the Bonds (other than the Special Purchasers), notwithatanding the provisions under "Modification with Consent of Bondholders" below, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee's own rights, duties or inununities under the Indenture or otherwise.

The Trustee shall mail an executed copy of any supplemental indenture authorized by this subheading to the Credit Facility Providers of the affected Series and each Rating Agency promptly after execution by the Issuer and the Trustee.

Any determination that any amendment or modification to the Indenture does not materially and adversely affect the interests of the Holders of the Bonds pursuant to paragraph (g) above (and any Favorable Opinion of Bond Counsel as to whether such amendment or modification is permitted under the Indenture) may be based solely upon confirmation letter( s) from the Rating Agency or Agencies providing the then-current credit ratings on the Bonds that such credit ratings will not be downgraded as a result of such amendment or modification; provided that a determination based on ratings confirmation pursuant to this paragraph may only be made if such credit ratings are investment grade (BBB-/Baa3) at the time of such proposed modification or amendment.

Modification with Consent of Bondholders

With the written consent of the Borrower and the Holders of not less than a majority in aggregate principal amount of the Bonds at the time Outstanding (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, some or all of the Bonds then Outstanding), the Issuer and the Trustee, at the expense of the Borrower, may from time to time, with a Favorable Opinion of Bond Counsel to the effect that such amendment or modification, is permitted under the Indenture, is a valid and binding obligation of the Issuer, and will not cause interest on the Bonds to be included in the gross income of the Holders thereof for federal income tax purposes, enter into an indenture or supplemental indentures for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or of any supplemental indenture; provided, however, that no such supplemental indenture shall (1) extend the fixed mandatory redemption date, maturity date, Scheduled Mandatory Tender Date or Special Mandatory Tender Date of any Bonds or

C-14 reduce the rate of interest thereon or extend the time of payment of interest, or reduce the amount of the principal thereof, or reduce any premiwn payable on the redemption thereof, (2) reduce the aforesaid percentage of Holders of Bonds whose consent is required for the execution of such supplemental indentures, (3) deprive the Holders of the Bonds of the lien created by the Indenture upon the Revenues or the funds pledged in the Indenture, in each case without the consent of the Holder of each affected Bond, or (4) adversely impact the rights of the Trustee without the Trustee's consent. Notwithstanding the foregoing, with the consent of all of the Holders of the affected Series of the Bonds (and without the consent of the Holders of a majority in aggregate principal amount of the Bonds), a supplemental indenture may be entered into pursuant to this subheading which extends the fixed mandatory redemption date, matority date, Scheduled Mandatory Tender Date or Special Mandatory Tender Date of a Series of Bonds or reduces the rate of interest thereon or extends the time of payment of interest, or reduces the amount of the principal thereof, or reduces any premiwn payable on the redemption thereof. Upon the filing with the Trustee of evidence of the consent of the Borrower and the Bondholders, as aforesaid, the Trustee shall join with the Issuer, at the expense of the Borrower, in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or immunities under the Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture.

It shall not be necessary for the consent of the Borrower and the Bondholders under this subheading to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Promptly after the execution by the Issuer and the Trustee of any supplemental indenture pursuant to the provisions of this subheading, the Trustee shall mail a notice, setting forth in general terms the substance of such supplemental indenture, to the Borrower and the Bondholders at the addresses shown on the Bond registration books maintained by the Trustee. Any failure of the Trustee to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

The Trustee shall mail an executed copy of such supplemental indenture and any amendment to the Agreement to the Credit Facility Providers of the affected Series and each Rating Agency promptly after execution by the Issuer, the Trustee, or in the case of the Agreement, the Borrower.

Discharge of Indenture

A Series of Bonds may be paid by the Issuer in any of the following ways, but solely from Revenues and other funds pledged under the Indenture or other amounts made available by the Borrower, provided that the Issuer also pays or causes to be paid any other swns payable under the Indenture by the Issuer:

(a) by paying or causing to be paid the principal of and premiwn, if any, and interest on a Series of Bonds Outstanding, as and when the same become due and payable;

(b) by depositing with the Trustee, in trust, at or before matority, money or securities in the necessary amount (as provided in the Indenture) to pay or redeem a Series of Bonds Outstanding; or

(c) by delivering to the Trustee, for cancellation by it, all of a Series of Bonds Outstanding.

If the Issuer shall pay all of a Series of Bonds then Outstanding as provided above and shall also pay or cause to be paid all other sums payable under the Indenture by the Issuer, and any balance remaining in the funds and accounts established under the Indenture shall have been paid to the related Credit Facility Providers and Special Purchasers to the extent any amounts are owing to the related Credit

C-15 Facility Providers and Special Purchasers under the related Credit Facility Provider Agreements and Direct Purchase Agreement, as applicable, and notwithstanding that any Bonds of such Series shall not have been surrendered for payment, then at the election of the Issuer (evidenced by a Certificate of the Issuer, filed with the Trustee, signifying the intention of the Issuer to discharge all such indebtedness and the Indenture with respect to such Series of Bonds), which election shall be made on the written request of the Borrower, the Indenture and the pledge of Revenues made under the Indenture and all covenants, agreements and other obligations of the Issuer under the Indenture shall cease, terminate, become void and be completely discharged and satisfied, but only with respect to such Series of Bonds paid as provided above and except as provided in the Indenture. After all Series of Bonds have been paid in full and the Indenture discharged as to all Series of Bonds as described above, the Trustee shall (i) transfer any balance remaining in the funds and accounts established under the Indenture upon request of the Issuer (which request shall be made upon the written request of the Borrower) and (ii) cause an accounting for such period or periods as may be requested by the Issuer to be prepared and filed with the Issuer and the Borrower and shall execute and deliver to the Issuer and the Borrower all such instruments as may be necessary or desirable to evidence such discharge and satisfaction, and the Trustee shall pay over, transfer, assign or deliver to the Borrower all moneys or securities or other property held by it pursuant to the Indenture (except for any money in the Rebate Fund, which shall be disbursed pursuant to the provisions of the Indenture) which are not required for the payment or redemption of Bonds not theretofore surrendered for such payment or redemption and which are not required for the payment of fees and expenses of the Trustee.

Discharge of Liability on Bonds

Upon the deposit with the Trustee, in trust, at or before maturity, of money or securities in the necessary amount (as provided under "Deposit of Money or Securities with Trustee" below) to pay or redeem any Outstanding Bond, whether upon or prior to its maturity or the redemption date of such Bond, (provided that, if such Bond is to be redeemed prior to the maturity thereof, notice of such redemption shall have been given as provided in the Indenture or provision satisfactory to the Trustee shall have been made for the giving of such notice), then all liability of the Issuer in respect of such Bond shall cease, terminate and be completely discharged, except only that thereafter the Holder thereof shall be entitled to payment of the principal of, and premium, if any, and interest on such Bond by the Trustee, and the Trustee shall remain liable for such payment but only out of the money or securities deposited with the Trustee as aforesaid for its payment.

The Issuer or the Borrower may at any time surrender to the Trustee for cancellation by it any Bonds previously issued and delivered, which the Issuer or the Borrower may have acquired in any manner whatsoever, and such Bonds, upon such surrender and cancellation, shall be deemed to be paid and retired.

Deposit of Money or Securities with Trustee

Whenever in the Indenture it is provided or permitted that there be deposited with or held in trust by the Trustee money or securities in the amount necessary to pay or redeem any Bonds, the money or securities so to be deposited or held may include money or securities held by the Trustee in the funds established pursuant to the Indenture and shall be:

(1) lawful money of the United States of America in an amount equal to the principal amount of such Bonds and all unpaid interest thereon to maturity, except that, in the case of Bonds which are to be redeemed prior to maturity and in respect of which notice of such redemption shall have been given as provided in the Indenture or provision satisfactory to the Trustee shall have been made for the giving of such notice, the amount to be deposited or held

C-16 shall be the principal amount of such Bonds and all unpaid interest thereon to the redemption date, together with the redemption premium, if any; or

(2) (a) noncallable direct obligations of the United States of America (including, without limitation, obligations issued or held in book-entry form on the books of the Department of the Treasury or obligations the principal of and interest on which are unconditionally guaranteed by the United States of America (including without limitation the interest component of Resolution Funding Corporation strips for which separation of principal and interest is made by request to the Federal Reserve Bank of New York in book-entry form) or (b) securities the interest on which is excludable from gross income for federal tax purposes which have been advance refunded pursuant to the Code and for which Moody's and S&P are maintaining a mting within the highest mting category of each such rating service and the principal of and interest on which, in the written opinion of an Accountant, when due will provide money sufficient to pay the principal of, and premium, if any, and all unpaid interest to maturity, or to the redemption date, as the case may be, on the Bonds to be paid or redeemed, as such principal, and premium, if any, and interest become due, provided that, in the case of Bonds which are to be redeemed prior to the maturity thereof, notice of such redemption shall have been given as provided in the Indenture or provision satisfactory to the Trustee shall have been made for the giving of such notice;

provided, in each case, that the Trustee shall have been irrevocably instructed (by the terms of the Indenture or by Request of the Issuer) to apply such money to the payment of such principal, and premium, if any, and interest with respect to such Bonds and provided, further, that the Issuer and the Trustee shall have received (1) a Favomble Opinion of Bond Counsel to the effect that such deposit shall not cause interest on the Bonds to be included in the gross income of the Holders thereof for federal income tax purposes and (2) a verification report by a firm of certified public accountants or other financial services frrm selected by the Borrower verifying that the money or securities so deposited together with earnings thereon will be sufficient to make all payments of principal of, premium, if any, and interest on the Bonds to be discharged to and including the earlier of their respective maturity dates or the date they are to be redeemed.

Defeasance of any Series of Multi-Modal Bonds enhanced by a Credit Facility shall be funded with Available Moneys. Defeasance shall occur only (i) with respect to Bonds in the Fixed Rate, (ii) after receipt of a letter from the Rating Agencies stating the mting on the Bonds, or (iii) pursuant to an escrow funded at the Maximum Bond Interest Rate with respect to any interest mtes not yet determined with an escrow period of up to the first possible tender or redemption date for the Bonds. The Trustee shall promptly send notice of defeasance to the Rating Agencies if such defeasance is done under (i) or (iii) of this paragraph.

LOAN AGREEMENT

Maintenance of Corporate Existence; Consolidation, Merger, Sale or Transfer Under Certain Conditions

(A) The Borrower covenants and agrees that, so long as any of the Bonds are Outstanding, it will maintain its existence as a nonprofit public benefit corporation qualified to do business in the State and will not dissolve, sell or otherwise dispose of all or substantially all of its assets or consolidate with or merge into another corpomtion or permit one or more other corporations to consolidate with or merge into it. Notwithstanding the foregoing, the Borrower may, without violating the covenants contained in this subheading, consolidate with or merge into another corpomtion, or permit one or more other corporations to consolidate with or merge into it, or sell or otherwise tmnsfer to another corporation all or substantially all of its assets as an entirety and thereafter dissolve, if:

C-17 (1) The surviving, resulting or transferee corporation, as the case may be:

(a) assumes in writing, if such corporation is not the Borrower, all of the obligations of the Borrower under the Loan Agreement;

(b) is not, after such transaction, otherwise in default under any provisions of the Loan Agreement; and

(c) is an organization described in Section 50l(c)(3) of the Code, or a corresponding provision of the federal income tax laws then in effect;

(2) The Issuer and the Trustee shall have received a certificate of the surviving, resulting or transferee corporation, as the case may be, to the effect that the covenants under the Loan Agreement will be met after such consolidation, merger, sale or transfer;

(3) The Trustee and the Issuer shall have received a Favorable Opinion of Bond Counsel to the effect that such merger, consolidation, sale or other transfer will not cause interest on the Bonds to be included in gross income for federal income tax purposes under Section 103 of the Code; and

(4) The Borrower delivers to the Issuer and the Trustee an Opinion of Counsel acceptable to the Issuer to the effect that after such sale or other transfer, the Loan Agreement is a valid and binding obligation of the surviving, resulting or transferee corporation, as the case may be, enforceable according to its terms, except as enforcement thereof may be limited by bankruptcy, insolvency or other laws affecting the enforcement of creditors' rights generally, or by the application of equitable principles if equitable remedies are sought, and the security interest created in the Loan Agreement will not be adversely affected by such sale or other transfer.

(B) If any such merger, consolidation, sale or other transfer is effected, as provided in this subheading, the provisions of this subheading shall continue in full force and effect, and no further merger, consolidation, sale or transfer shall be effected except in accordance with the provisions of this subheading.

(C) Another entity may also agree to become a co-obligor and become jointly and severally liable with the Borrower (without the necessity of merger, consolidation or transfer of assets) under the Loan Agreement if the foregoing provisions (other than (A)(l)(a) above) are satisfied. In such event, references in the Loan Agreement to indebtedness of the Borrower shall apply to the combined indebtedness of the Borrower and such other entity, references to the financial condition or results of operation of the Borrower shall apply to the combined fmancial condition and results of operation of the Borrower and such other entity, and the Borrower and such other entity shall be considered to be the Borrower for all purposes of the Loan Agreement.

Insurance

(A) So long as any Bonds remain Outstanding, the Borrower will maintain or cause to be maintained with respect to its facilities, with insurance companies or by means of self-insurance, insurance of such type, against such risks and in such amounts as are customarily carried by museums located in the State of a nature similar to that of the Borrower, which insurance shall include property damage, fire and extended coverage, public liability and property damage liability insurance.

C-18 (B) The Borrower shall at all times also maintam worker's compensatioo coverage as required by the laws of the State.

(C) If the Issuer shall so request in a Written Request, the Borrower shall provide to the Issuer summaries or other evidence of its insurance coverage.

Tax Covenants

(A) General. The Borrower covenants with the Issuer and the Holders that, notwithstaoding any other provisions of the Agreement or the Iodenture, it shall not take any action, or fail to take any action, if any such action or failure to take actioo would adversely affect the exclusion from gross income of interest on the Bonds under Section I 03 of the Code. The Borrower shall not directly or indirectly, use or permit the use of proceeds of the Bonds or any of the property financed or refinaoced with proceeds of the Boods, or any portion thereof, by any person other tbao a governmental unit (as such term is used in Sectioo 141 of the Code) or an organization described in Sectioo 50 I ( c )(3) of the Code in pursuit of such organization's exempt purpose and other tbao in an "unrelated trade or business" (as such term is defined in Sectioo 513 of the Code), in such manoer or to such extent as would result in the loss of exclusion from gross income for federal income tax purposes of interest on the Boods. The Borrower agrees to take no action or suffer any action to be taken by others witbin its cootrol that would cause it to be a "private foundation" as defined in Sectioo 509(a) of the Code.

(B) Qualified 501 (c)(3) Bonds. The Borrower shall not take any action, or fail to take any action, if any such action or failure to take action would cause the Boods to be other tbao "qualified 50l(c)(3) bonds" witbin the meaoing of Section 145 of the Code, and in furtherance thereof, shall not make any use of the proceeds of the Bonds or any of the property financed or refinaoced with proceeds of the Boods, or any portioo thereof, or any other funds of the Borrower, that would cause the Bonds to be other than "qualified 50l(c)(3) boods" witbin the meaoing of Sectioo 145 of the Code. To that end, so long as any Bonds are outstaoding, the Borrower, with respect to such proceeds and property and such other funds, will comply with applicable requirements of the Code and all regulations of the United States Department of the Treasury issued thereunder, to the extent such requirements are, at the time, applicable and in effect. The Borrower shall establish reasooable procedures necessary to ensure continued compliance with Section 145 of the Code (or, if applicable, the 1954 Code) and the continued qualification of the Bonds as "qualified 50l(c)(3) bonds."

(C) Arbitrage. The Borrower shall not, directly or indirectly, use or permit the use of any proceeds of any Bonds, or of any property finaoced or refinanced thereby, or other funds of the Borrower, or take or omit to take any action, that would cause the Bonds to be "arbitrage boods" within the meaoing of Section 148 of the Code. To that end, the Borrower shall comply with all requirements of Section 148 of the Code and all regulations of the United States Department of the Treasury issued thereunder to the extent such requirements are, at the time, in effect and applicable to the Bonds.

(D) Federal Guarantee. The Borrower shall not make any use of the proceeds of the Boods or any other funds of the Borrower, or take or omit to take any other action, that would cause the Boods to be "federally guaranteed" within the meaoing of Section 149(b) of the Code.

(E) Compliance with Tax Agreement. Io furtherance of the foregoing tax covenants of this subheading, the Borrower covenants that it will comply with the provisions of the Tax Agreement, which is incorporated in the Loan Agreement as if fully set fortb therein. These covenants shall survive payment in full or defeasance of the Bonds.

(F) Restrict Yield. Io the event that at any time the Borrower is of the opinion that for purposes of this subheading it is necessary or helpful to restrict or limit the yield on the investment of

C-19 any moneys held by the Trustee under the Agreement or the Indenture, the Borrower shall so instruct the Trustee in a request of the Borrower.

Maintenance, Operation and Use of its Facilities and the Project

(A) The Borrower will use its reasonable best efforts to cause its facilities to be maintained in good condition and repair, and will not alienate, sell, convey or transfer any material portion of such facilities if such alienation, sale, conveyance or transfer would have a material adverse effect upon the Borrower's assets, operations or financial condition, and unless it provides to the Trustee and the Issuer a Favorable Opinion of Bond Counsel to the effect that such alienation, sale, conveyance or transfer will not cause interest on the Bonds to be included in the gross income of the Holders thereof for federal income tax purposes.

(B) The Borrower will not use the facilities fmanced or refinanced by the Bonds, during the useful life thereof (irrespective of whether the Bonds are at the time Outstanding), for sectarian instruction or as a place of religious worship or primarily in connection with any part of the program of any school or department of divinity.

Events of Default

The following shall be "events of default" under the Agreement, and the terms "events of default" or "default" shall mean, whenever they are used in the Agreement, any one or more of the following events:

(A) Any Loan Payment is not made by, or on behalf of, the Borrower as provided in the Agreement by the date on which payment of the Bonds is due and payable pursuant to the Indenture (any payments made by a Credit Facility Provider, if any, pursuant to its respective Credit Facility shall not be counted in determining whether an event of default has occurred under this subsection); or

(B) Borrower shall fail to observe or perform in any material respect any other covenant, obligation, condition or agreement contained in the Loan Agreement and such failure shall remain unremedied for thirty (30) days after the Trustee notifies Borrower of such failure; provided, however, that any such failure that is not reasonably susceptible of cure within a 30-day period, such failure shall not constitute an Event of Default under the Loan Agreement if (I) Borrower initiates such cure within such 30-day period and thereafter diligently pursues all action necessary to remedy such failure, and (2) such failure is remedied within one hundred twenty (120) days after such notification by the Trustee; or

(C) Proceedings for the appointment of a receiver, trustee, liquidator or custodian of Borrower or of all or a substantial part of the property thereof, or other proceedings seeking liquidation, reorganization or other relief with respect to Borrower or any of its the debts under any bankruptcy, insolvency or other similar law now or hereafter in effect shall be commenced by the Borrower, or any such proceeding is involuntarily brought against Borrower that is not dismissed within 60 days; or

(D) Any of the material representations or warranties of the Borrower made in the Agreement was false or incorrect in any material respect when made.

(E) Borrower shall default under any agreement or instrument to which it is a party relating to the borrowing of money either (1) in failing to pay any installment of principal or interest in an aggregate amount of $500,000 or more, which default shall not have been waived, cured or excused within 90 days after Borrower received notice of such default or (2) as a result of which Indebtedness in

C-20 an amount of $5,000,000 or more shall have been accelerated and declared to be due and payable prior to its date of maturity.

(F) (i) VSA Foundation shall fail to observe or perform any other covenant, obligation, condition or agreement contained in the Compliance Agreement and such failure shall remain unremedied for thirty (30) days after the Trustee notifies VSA Foundation of such failure; provided, however, that any such failure that is not reasonably susceptible of cure within a 30-day period, such failure shall not constitute an Event of Default under the Loan Agreement if (1) VSA Foundation initiates such cure within such 30-day period and thereafter diligently pursues all action necessary to remedy such failure, and (2) such failure is remedied within one hundred twenty (120) days after such notification by the Trustee or (ii) any of the material representations or warranties of the VSA Foundation made in the Compliance Agreement was false or incorrect in any material respect when made.

(G) The occurrence of any Event of Default as defined in the OGMTI.

Remedies on Default

(A) In the event any of the Bonds shall at the time be Outstanding and unpaid (and provision for the payment thereof shall not have been made as provided in the Indenture) and any event of default referred to in the Loan Agreement shall have occurred and be continuing the Issuer or the Trustee may take any one or more of the following remedial steps:

(1) The Issuer or the Trustee may, at its option, declare all installments of Loan Payments to be innnediately due and payable, whereupon the same shall become innnediately due and payable.

(2) The Issuer or the Trustee may take whatever action at law or in equity that may appear necessary or desirable to collect the payments then due and thereafter to become due under the Loan Agreement, whether on the stated due date or by declaration of acceleration or otherwise, for damages or for specific performance or otherwise to enforce performance and observance of any obligation, condition or covenant of the Borrower under the Agreement (or VSA Foundation under the Compliance Agreement).

(3) Exercise any or all rights under the OGMTI and the OGMTI Obligations related to Bonds issued thereunder.

For purposes of subsection (A)(1) above, the term "all installments" shall mean an amount equal to the entire principal amount of the then Outstanding Bonds, together with all interest accrued or to accrue on and prior to the next succeeding redemption date or dates on which the Bonds can be and actually are redeemed after giving notice to the Holders thereof as required by the Indenture (less moneys available for such purpose then held by the Trustee) plus any other payments due or to become due under the Agreement, including, without limitation, any unpaid Additional Payments which are then due or will become due prior to the time that the Bonds are paid in full and the trust established by the Indenture is terminated.

If event of a default under the Loan Agreement shall have occurred and be continuing, the Issuer and the Trustee shall also be entitled to exercise any or all rights provided under the Indenture. Further, the Holders of the Bonds shall be entitled to exercise rights and remedies under the Loan Agreement to the extent Holders of the Bonds are granted rights under the Indenture.

(B) No remedy conferred upon or reserved to the Issuer or the Trustee under the Loan Agreement is intended to be exclusive of any other available remedy or remedies, but each and every such

C-21 remedy shall be cumulative and shall be in addition to every other remedy given under the Agreement or now or hereafter existing at law or in equity or by statute. No delay in exercising or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver thereof, but any such right or power may be exercised from time to time and as often as may be deemed expedient. In order to entitle the Issuer or the Trustee to exercise any remedy reserved to it by this subheading, it shall not be necessary to give any notice, other than such notice as may be expressly required by the Loan Agreement. The Trustee shall be deemed a third party beneficiary of all covenants and conditions contained in the Loan Agreement.

(C) In the event the Borrower should default in any material respect under any of the provisions of the Agreement (or VSA Foundation defaults under the Compliance Agreement) and the Issuer or the Trustee should employ attorneys, including attorneys who are employees of the Issuer or the Trustee, and California Department of Justice attorneys, or incur other expenses for the collection of the payments due under the Agreement or the enforcement of performance or observance of any obligation or agreement on the part of the Borrower contained in the Agreement (or VSA Foundation under the Compliance Agreement), the Borrower agrees that it will pay to the Issuer or the Trustee the reasonable fees of such attorneys and such other reasonable expenses so incurred by the Issuer and/or the Trustee.

MASTER INDENTURE

Definitions

"Additional Indebtedness" means any Indebtedness (including all Obligations) incurred subsequent to the execution and delivery of the Master Indenture, other than the obligations of the Academy Museum Foundation to the Issuer arising pursuant to the Loan Agreement between the Issuer and the Academy Museum Foundation secured in part by Obligation No. 1 relating to the 2015A Bonds and in part by Obligation No.2 relating to the 2015B Bonds.

"Financial Products Agreement" means an interest rate swap, cap, collar, option, floor, forward or other hedging agreement, arrangement or security, however denominated, identified to the Master Trustee in an Officer's Certificate as having been entered into by a Member with a Qualified Provider not for investment purposes but with respect to Indebtedness (which Indebtedness shall be specifically identified in the Officer's Certificate) for the purpose of (1) reducing or otherwise managing the Member's risk of interest rate changes or (2) effectively converting the Member's interest rate exposure, in whole or in part, from a fixed rate exposure to a variable rate exposure, or from a variable rate exposure to a fixed rate exposure.

"Financial Products Extraordinary Payments" means any payments required to be paid to a counterparty by a Member pursuant to a Financial Products Agreement in connection with the termination thereof, tax gross-up payments, expenses, default interest, and any other payments or indemnification obligations to be paid to a counterparty by a Member under a Financial Products Agreement, which payments are not Financial Products Payments.

"Financial Products Payments" means payments periodically required to be paid to a counterparty by a Member pursuant to a Financial Products Agreement and excluding Financial Products Extraordinary Payments.

"Governing Body" means, when used with respect to any Member, its board of governors, board of directors, board of trustees, or other board or group of individuals in which all of the powers of such Person are vested, or any committee of any of the foregoing duly authorized to act on behalf of any such board or group, except for those powers reserved to the corporate membership thereof by the articles of incorporation or bylaws of such Person.

C-22 "Government Issuer" means any state, territory or possession of the United States, or any municipal corporation, political subdivision constituted authority or agency or instrumentality of any of the foregoing empowered to issue obligations on behalf thereof, which obligations would constitute Related Bonds.

"Gross Revenue Fund" means the fund by that name established pursuant to the Master Indenture.

"Gross Revenues" means all revenues, income, receipts and money actually received by or on behalf of each Member from all sources, including: (a) gross revenues derived from its operation and possession of the Member's facilities; (b) gifts, grants, bequests, donations and contributions; and (c) proceeds derived from (i) condemnation proceeds, (ii) accounts receivable, (iii) securities and other investments, (iv) inventory and other tangible and intangible property, (v) insurance proceeds and (vii) contract rights and other rights and assets now or hereafter owned by the Member; provided, however, that "Gross Revenues" shall not include any gifts, grants, bequests, donations or contributions (or the income derived from the investment thereof) to the extent specifically restricted by the donor to a particular purpose inconsistent with their use for the payment of Required Payments; and provided, further, that "Gross Revenues" shall not include investment income to the extent accrued but not received in cash.

"Guaranty'' means all loan commitments and all obligations of any Member guaranteeing in any manner whatever, whether directly or indirectly, any obligation of any other Person that would, if such other Person were a Member, constitute Indebtedness.

"Holder" means the registered owner of any Obligation in registered form or the bearer of any Obligation in coupon form that is not registered or is registered to bearer

"Indebtedness" means all obligations for borrowed money, installment sales and capitalized lease obligations incurred or assumed by a Member (other than Indebtedness of one Member to another Member or the Guaranty by any Member of Indebtedness of any other Member), including Guaranties or any other obligation for payments of principal and interest with respect to money borrowed; provided, however, that if more than one Member shall have incurred or assumed a Guaranty of a Person other than a Member, or if more than one Member shall be obligated to pay any obligation, for purposes of any computations or calculations under the Master Indenture such Guaranty or obligation shall be included only one time. For the avoidance of doubt, "Indebtedness" shall not be construed to include obligations under Financial Products Agreements, trade payables, credit on open account, accrued liabilities, provisional credit, daylight overdrafts, or similar items.

"Lien" means any mortgage or pledge of, or security interest in, or lien or encumbrance on, any Property, excluding Liens applicable to Property in which any Member has only a leasehold interest unless the Lien is with respect to such leasehold interest.

"Master Indenture" means the Master Indenture of Trust, dated as of October 1, 2015, as originally executed and as it may from time to time be supplemented, modified or amended in accordance with the terms thereof.

"Master Trustee" means Wells Fargo Bank, National Association, a national banking association organized and existing under and by virtue of the laws of the United States of America and, subject to the limitations contained in the Master Indenture, any other corporation or association which may be co­ trustee with Wells Fargo Bank, National Association and any successor or successors to said trustee or co-trustee in the trusts created under the Master Indenture.

C-23 "Member'' means each signatory to the Master Indenture, together with each other Person which is obligated under the Master Indenture to the extent and in accordance with the provisions of the Master Indenture, from and after the date upon which such Person joins the Obligated Group.

"Obligated Group" means all Members.

"Obligated Group Representative" means AMPAS or such other Member (or Members acting jointly) as may have been designated pursuant to written notice to the Master Trustee executed by all of the Members.

"Obligation" means any obligation of the Obligated Group issued under the Master Indenture, which shall be a joint and several obligation of the Members and may be in any form set forth in a Related Supplement, including, but not limited to, bonds, notes, obligations, debentures, reimbursement agreements, Financial Products Agreements, loan agreements or leases. Reference to a Series of Obligations or to Obligations of a Series means Obligations or Series of Obligations issued pursuant to a single Related Supplement.

"Officer's Certificate" means a Certificate signed by the Authorized Representative of the Obligated Group Representative.

"Opinion of Bond Counsel" means a written opinion signed by an attorney or firm of attorneys experienced in the field of public finance including the exclusion from gross income of the interest on indebtedness whose opinions are generally accepted by purchasers of bonds issued by or on behalf of a Government Issuer.

"Opinion of Counsel" means a written opinion signed by an attorney or fmn of attorneys who may be counsel for the Obligated Group Representative.

"Outstanding," when used with reference to Indebtedness or Obligations, means, as of any date of determination, all Indebtedness or Obligations theretofore issued or incurred and not paid and discharged other than (a) Obligations theretofore cancelled by the Master Trustee or delivered to the Master Trustee for cancellation, (b) Obligations in lieu of which other Obligations have been authenticated and delivered or have been paid pursuant to the provisions of a Related Supplement regarding mutilated, destroyed, lost or stolen Obligations unless proof satisfactory to the Master Trustee has been received that any such Obligation is held by a bona fide purchaser, (c) any Obligation held by any Member and (d) Indebtedness deemed paid and no longer outstanding pursuant to the terms thereof.

"Permitted Debt," means (a) Additional Indebtedness that refinances Indebtedness (and in connection therewith such refinanced Indebtedness is no longer Outstanding) and (b) Indebtedness on an aggregate basis as to all Members in an outstanding principal amount at any one time of up to $10,000,000 as follows: (i) purchase money or capita! lease obligations and (ii) unsecured debt.

"Permitted Liens," when used with respect to the Gross Revenues, shall have the following meaning and include:

(a) Any judgment lien or notice of pending action against any Member so long as such judgment or pending action is being contested and execution thereon is stayed or while the period for responsive pleading has not lapsed;

(b) (i) Rights reserved to or vested in any municipality or public authority by the terms of any right, power, franchise, grant, license, permit or provision of law, affecting the Gross Revenues; (ii) any liens for taxes, assessment, levies, fees, water and sewer charges, and other governmental and

C-24 similar charges and any liens of mechanics, materialmen, laborers, suppliers or vendors for work or services performed or materials furnished, which are not due and payable or which are not delinquent or which, or the amount or validity of which, are being contested and execution thereon is stayed or, with respect to liens of mechanics, materialmen and laborers, have been due for less than 60 days; (iii) covenants, conditions and restriction agreements, easements, rights-of-way, water rights, servitudes, waivers, reservations of abutter's rights, restrictions, governmental requirements and other defects, encumbrances, and irregularities in the title to the Gross Revenues which do not materially impair the use thereof or materially and adversely affect the value thereof; and (iv) rights reserved to or vested in any municipality or public authority to control or regulate the Gross Revenues or the use thereof;

(c) Any Lien in favor of the Master Trustee securing all Obligations on a parity basis, including without limitation the Lien on Gross Revenues;

(d) Liens arising by reason of good faith deposits with any Member in connection with leases of real estate, bids or contracts (other than contract for the payment of money), deposits by any Member to secure public or statutory obligations, or to secure, or in lieu of, surety, stay or appeal bonds, and deposits as security for the payment of taxes or assessments or other similar charges;

(e) Any Lien arising by reason of deposits with, or the giving of any form of security to, any governmental agency or any body created or approved by law or governmental regulation for any purpose at any time as required by law or governmental regulation as a condition to the transaction of any business or the exercise of any privilege or license, or to enable any Member to maintain self-insurance or to participate in any funds established to cover any insurance risks or in connection with workers' compensation, unemployment insurance, pension or profit sharing plans or other similar social security plans, or to share in the privileges or benefits required for companies participating in such arrangements, and any Lien in the nature of a banker's lien or right of setoff with respect to deposits which any Member is not required to maintain with the bank in question;

(f) Any Lien arising by reason of any escrow or deposit in trust established to pay debt service with respect to Indebtedness;

(g) Any Lien in favor of a trustee on the proceeds of Indebtedness prior to the application of such proceeds; and

(h) Liens on the Gross Revenues received by any Member through gifts, grants or bequests, such Liens being due to restrictions on such gifts, grants or bequests or the income thereon.

"Person" means an individual, corporation, finn, association, partnership, trust, or other legal entity or group of entities, including a governmental entity or any agency or political subdivision thereof.

"Principal Amount" means, as of any date when used with respect to Obligations, the principal amount of such Obligation as of such date, or, in the case of a Financial Products Agreement, the termination value owed to the Qualified Provider, if any, as of such date, or, in the case of any other Obligation which does not represent or secure Indebtedness, the aggregate amount accrued and then payable as of such date by the Obligated Group pursuant to such Obligation.

"Property" means any and all rights, titles and interests in and to any and all property of a Member whether real or personal, tangible or intangible and wherever situated.

"Property, Plant and Equipment" means all material Property of a Member that is considered property, plant and equipment of such Persons under generally accepted accounting principles.

C-25 "Qualified Provider'' means any financial institution or insUiance company which is a party to a Financial Products Agreement if the unseCUied long-term debt obligations of such financial institution or insurance company (or of the parent or a subsidiary of such financial institution or insurance company if such parent or subsidiary guarantees the performance of such financial institution or insUiance company under such Financial Products Agreement), or obligations secUied or supported by a letter of credit, contract, guarantee, agreement, insUiance policy or sUiety bond issued by such financial institution or insurance company (or such guarantor parent or subsidiary), are rated in one of the three highest Rating Categories of a national rating agency at the time of the execution and delivery of the Financial Products Agreement.

"Related Bonds" means the revenue bonds or other obligations issued by any Government Issuer, pUisuant to a single Related Bond Indenture, the proceeds of which are loaned or otherwise made available to a Member in consideration of the execution, authentication and delivery of an Obligation or Obligations to or for the order of such Government Issuer and includes without limitation all of the 2015 Bonds.

"Related Bond Indenture" means any indentUie, trust agreement, bond resolution or other comparable instrument pursuant to which a series of Related Bonds are issued.

"Related Bond Issuer'' means the Government Issuer of any issue of Related Bonds.

"Related Bond Trustee" means the trustee and its successors in the trusts created under any Related Bond lndentUie, and if there is no such trustee, means the Related Bond Issuer.

"Related Supplement" means an indenture supplemental to, and authorized and executed pUisuant to the terms of, the Master lndentUie.

"Required Payment" means (I) with respect to any Obligation constituting or securing Indebtedness, the principal of and redemption premium, if any, and interest on such Obligation, whether payable at maturity, by acceleration, upon proceeding for redemption or otherwise, including the pUichase price of Related Bonds tendered or deemed tendered for purchase pursuant to the terms of a Related Bond lndentUie, and any other amounts, in each case required to be paid by any Member under the Master lndentUie, such Obligation or the Related Supplement pursuant to which such Obligation is issued, (2) with respect to any Obligation constituting or secUiing a Financial Products Agreement, the Financial Product Payments required to be paid pursuant to such Financial Products Agreement, and (3) with respect to any other Obligation, any amounts designated as Required Payments in the Related Supplement to which such Obligation is issued.

"VSA Foundation" means The Vine Street Archive Foundation, a nonprofit public benefit corporation duly organized and existing under the laws of the State of California, or any corporation which is the sUIViving, resulting or transferee corporation in any merger, consolidation or transfer of assets permitted under the Master lndentUie.

Covenants as to Maintenance of Property, Plant and Equipment, Etc.

Each Member covenants and agrees to:

(a) maintain its Property, Plant and Equipment in all material respects in accordance with all valid and applicable governmental laws, ordinances, approvals and regulations including, without limitation, such zoning, sanitary, pollution and safety ordinances and laws and such rules and regulations thereunder as may be binding upon it; provided, however, that no Member shall be required to comply

C-26 with any law, ordinance, approval or regulation as long as it shall in good faith contest the validity thereof;

(b) maintain and operate its Property, Plant and Equipment in all material respects in good repair, working order and condition, and from time to time make or cause to be made all needful and proper replacements, repairs, renewals and improvements so that the operations of the Members will not be materially impaired;

(c) pay and discharge all applicable material taxes, assessments, governmental charges of any kind whatsoever, water rates, meter charges and other utility charges which may be or have been assessed or which may have become liens upon the Property, Plant and Equipment, and make such payments or cause such payments to be made in due time to prevent any delinquency thereon or any forfeiture or sale of the Property, Plant and Equipment or any part thereof, and, upon request, furnish to the Master Trustee receipts for all such payments, or other evidences satisfactory to the Master Trustee; provided, however, that no Member shall be required to pay any tax, assessment, rate or charge as provided in the Master Indenture as long as it shall in good faith contest the validity thereof and shall have set aside reserves with respect thereto that, in the opinion of the Obligated Group Representative, are adequate; and

(d) at all times comply with all terms, covenants and provisions of any Liens at such time existing upon its Properties or any part thereof or securing any of its Indebtedness noncompliance with which would have a material adverse effect on the operations of the Members or their Properties.

Nothing in this subheading shall be construed to require a Member to maintain any permit, license or other governmental approval, or to continue to operate or maintain any Property, Plant or Equipment, if, in the reasonable good faith judgment of the Member, such permit, license, governmental approval or Property, Plant or Equipment is, or within the next succeeding twenty-four (24) calendar months is reasonably expected to become, inadequate, obsolete, unsuitable, undesirable or unnecessary for the business of the Members and failure to maintain or operate such permit, license, governmental approval, Property, Plant or Equipment will not materially adversely impair the operations of the Members.

Covenant Against Encumbrances

(a) Each Member, respectively, covenants and agrees that it will not create, assume or suffer to exist any Lien upon the Gross Revenues; provided, however, that notwithstanding the provisions of this subheading, each Member may create, assume or suffer to exist Permitted Liens on the Gross Revenues.

(b) Upon written request of the Obligated Group Representative, the Master Trustee shall execute and deliver such releases, subordinations, requests for reconveyance or other instruments (including without limitation releases, subordinations or other instruments relating to the pledge of Gross Revenues pursuant to the Master Indenture) as may be reasonably requested by the Obligated Group Representative in connection with (1) the disposition of Property, Plant and Equipment in accordance with the provisions of the Master Indenture or (2) the granting by a Member of any Lien which is not prohibited under the Master Indenture or which constitutes a Permitted Lien under the Master Indenture or in connection with the payment in full or defeasance of an Obligation under the Master Indenture.

Limitations on Additional Indebtedness

Each Member covenants and agrees that it will not incur any Additional Indebtedness (including Guaranties) if (i) its debt rated by a Rating Agency (including, but not limited to, for this purpose direct obligations of the Member, obligations secured by an Obligation, Related Bonds and any other conduit

C-27 bonds issued on behalf of the Member that are rated by a Rating Agency) is at such time lower than "A­ /A3'' or (ii) there are no ratings then assigned by any Rating Agency on any Indebtedness of any Member or the Obligated Group or (iii) the incurrence of such Additional Indebtedness would cause a downgrade of the rated debt of the Member or the Obligated Group to lower than "A-/A3" as evidenced by the rating confirmation required by the following sentence; provided, however, that notwithstanding the provisions of this subheading, each Member may incur Permitted Debt. Prior to incurring such proposed Additional Indebtedness, the Member shall obtain from the applicable Rating Agencies confirmation of the current ratings on its debt (including the Obligated Group) and the ratings on any such proposed Additional Indebtedness and such rating confirmations shall be provided to the Master Trustee.

The Obligated Group Representative agrees to use commercially reasonable efforts to maintain a rating on at least a portion of the Indebtedness of the Obligated Group from at least one of the Rating Agencies.

Sale, Lease or Other Disposition of Property

Each Member covenants and agrees that it shall not, in any Fiscal Year, sell, lease or otherwise dispose of any Property, except for dispositions of assets:

(a) In the ordinary course of business or for fair consideration;

(b) If prior to the sale, lease or other disposition there is delivered to the Master Trustee an Officer's Certificate stating that such Property has, or within the next succeeding twenty-four (24) calendar months is reasonably expected to become, inadequate, obsolete, worn out, unsuitable, unprofitable, undesirable or unnecessary and the sale, lease, removal or other disposition thereof will not impair the operations of the Member; or

(c) to another Member, without limitation.

Consolidation, Merger, Sale or Conveyance

Each Member (other than Archival Foundation or VSA Foundation) covenants and agrees that it will not merge or consolidate with any other Person not a Member or sell or convey all or substantially all of its assets to any Person not a Member unless:

(a) After giving effect to the merger, consolidation, sale or conveyance, the successor or surviving Person (hereinafter, the "Surviving Person") will be the Member, or, if not, the Surviving Person shall be a Person organized and existing under the laws of the United States of America or a State thereof and such Surviving Person upon such merger, consolidation, sale or conveyance shall be a Member pursuant to the Master Indenture and shall expressly assume in writing the due and punctnal payment of all Required Payments of the disappearing corporation under the Master Indenture, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of the Master Indenture and all Obligations issued under the Master Indenture by the execution of a Related Supplement, delivered to the Master Trustee by such Surviving Person;

(b) In the event any such merger, consolidation, sale or conveyance involves the incurrence of any Additional Indebtedness by any Member (and treating any Indebtedness not previously an obligation of any Member incurred in connection with or as a result of such transaction as having been incurred at the time of such transaction), then the Master Trustee shall have received an Officer's Certificate to the effect that, after giving effect to such merger, consolidation, sale or conveyance, (i) there is a rating then assigned to the Obligated Group's debt by a Rating Agency and (ii) such rating will not be downgraded as a result of such transaction; and

C-28 (c) The Master Trustee shall have received an Opinion of Bond Counsel to the effect that such merger, consolidation, sale or other transfer will not, in and of itself, result in interest on any Related Bond becoming includable in gross income for pwposes of federal income taxation.

Membership in Obligated Group

Additional Members may be added to the Obligated Group from time to time provided that prior to such addition the Master Trustee receives:

(a) a copy of a resolution of the Governing Body of the proposed new Member which authorizes the execution and delivery of a Related Supplement and compliance with the terms of the Master Indenture;

(b) a Related Supplement executed by the Obligated Group Representative, the new Member and the Master Trustee pursuant to which the proposed new Member (1) agrees to become a Member, (2) agrees to be bound by the terms and restrictions imposed by the Master Indenture and the Obligations, including, without limitation, to become jointly and severally liable for each Obligation, and (3) irrevocably appoints the Obligated Group Representative as its agent and attorney-in-fact and grants to the Obligated Group Representative full power to execute Related Supplements authorizing the issuance of Obligations and to execute and deliver Obligations;

(c) an Opinion of Counsel to the effect that the proposed new Member has taken all necessary action to become a Member, and upon execution of the Related Supplement, such proposed new Member will be bound by the terms of the Master Indenture;

(d) If the addition of the proposed new Member involves the incurrence of any Additional Indebtedness by any Member (and treating any Indebtedness not previously an obligation of any Member incurred in connection with or as a result of such transaction as having been incurred by a Member at the time of such transaction), then an Officer's Certificate to the effect that, after giving effect to the addition of the proposed new Member (i) there is a rating then assigned to the Obligated Group's debt by a Rating Agency and (ii) such rating will not be downgraded as a result of the addition of such new Member;

(e) an Opinion of Bond Counsel to the effect that the addition of such Member will not result in the inclusion of interest on any Related Bonds in gross income for pwposes of federal income taxation; and

(f) an Officer's Certificate to the effect that no Member, immediately after the addition of such new Member, would be in default in the performance or observance of any covenant or condition of the Master Indenture.

No Withdrawal from Obligated Group

No Member may withdraw from the Obligated Group unless its assets are transferred to another Member.

Gross Revenue Fund

(a) Each Member covenants and agrees that, so long as any of the Obligations remain Outstanding, all of the Gross Revenues of the Obligated Group (other than Gross Revenues consisting of investment income, which shall constitute Gross Revenues and be subject to the pledge, assignment and security interest created by this subheading to the extent actually received in cash, but need not be

C-29 deposited in the Gross Revenue Fund uoless the Gross Revenue Fund has been transferred to the name and credit of the Master Trustee pursuant to subsection (b) of this subheading, in which case each Member shall transfer to the Gross Revenue Fund investment income actually received in cash from and after the date the Gross Revenue Fund is transferred to the name and credit of the Master Trustee pursuant to subsection (b) of this subheading) shall be deposited as soon as practicable upon receipt in a fund designated as the "Gross Revenue Fund" which the Members shall establish and maintain, subject to the provisions of subsection (b) of this subheading, in one or more accounts at such banking institution or institutions as the Members shall from time to time designate in writing to the Master Trustee for such purpose (the "Depository Bank(s)'') and which shall enter into a Deposit Account Control Agreement with the applicable Member and the Master Trustee. As security for the payment of Required Payments and the performance by the Members of their other obligations under the Master Indenture, each Member pledges and assigns to the Master Trustee, and grants to the Master Trustee a security interest in, all its right, title and interest, whether now owned or hereafter acquired, in and to the Gross Revenues and the Gross Revenue Fund (collectively, the "Collateral"). Each Member shall execute a Deposit Account Control Agreement, shall execute and cause to be filed Uniform Commercial Code financing statements, and shall execute and deliver such other documents (including, but not limited to, continuation statements and amendments to such Uniform Commercial Code financing statements) as may be necessary or reasonably requested by the Master Trustee in order to perfect or maintain the perfection of such security interest. Each Member irrevocably authorizes the Master Trustee to execute and file any financing statements and amendments thereto as may be required to perfect or to continue the perfection of the security interest in the Collateral, including, without limitation, financing statements that describe the collateral as being of an equal or lesser scope, or with greater or lesser detail, than as set forth in the defmition of Collateral. Each Member also ratifies its authorization for the Master Trustee to have filed in any jurisdiction any like fmancing statements or amendments thereto if filed prior to the date of the Master Indenture. Each of the Initial Members represents and warrants that as of the date of the Master Indenture it is a nonprofit public or mutual benefit corporation organized solely under the laws of the State of California and that its complete legal name is as set forth on the signature page of the Master Indenture. Each Member covenants that it will not change its name or its type or jurisdiction of organization uoless (i) it gives thirty (30) days' notice of such change to the Master Trustee and (ii) before such change occurs it takes all actions as are necessary or advisable to maintain and continue the first priority perfected security interest of the Master Trustee in the Collateral. Notwithstanding the provisions of this subheading, each Member may create, assume or suffer to exist Permitted Liens on the Gross Revenues. If Gross Revenues are deposited in the Gross Revenue Fund (which has been established and maintained in accordance of the provisions of this subsection (a)) and such amounts are thereafter withdrawn from the Gross Revenue Fund as permitted by subsection (b) of this subheading, such amounts shall cease to be subject to the pledge and security interest created by this subsection (a). In the case of Gross Revenue constituting investment income, if such Gross Revenues are not then required to be deposited in the Gross Revenue Fund pursuant to this subsection (a), such Gross Revenues shall cease to be subject to the pledge and security interest created by this subsection (a) upon receipt of such Gross Revenues by the applicable Member. For the avoidance of doubt, no proceeds of the Gross Revenues shall be subject to the pledge and security created by this subsection (a).

(b) Amounts in the Gross Revenue Fund may be used and withdrawn by any Member at any time for any lawful purpose, except as hereinafter provided. In the event that the payment of any Required Payment is delinquent for more than one business day with respect to any Obligation issued pursuant to a Related Supplement, the Master Trustee, upon notice from the Obligated Group Representative or actual knowledge of such delinquency, shall notify the Obligated Group Representative and the Depository Bank(s) of such delinquency, and, unless such Required Payment is paid, or provision for payment is duly made, in a manner satisfactory to the Master Trustee, within five Business Days after receipt of such notice, the Obligated Group Representative or the appropriate Member shall cause the Depository Bank(s) to transfer the Gross Revenue Fund to the name and credit of the Master Trustee. The Gross Revenue Fund shall continue to be held in the name and to the credit of the Master Trustee

C-30 until the amounts on deposit in said fund are sufficient to pay in full, or have been used to pay in full, all Required Payments in default and all other Events of Default known to the Master Trustee shall have been made good or cured to the satisfaction of the Master Trustee or provision deemed by the Master Trustee to be adequate shall have been made therefor, whereupon the Gross Revenue Fund (except for the Gross Revenues required to make such payments or cure such defaults) shall be returned to the name and credit of the appropriate Members. During any period that the Gross Revenue Fund is held in the name and to the credit of the Master Trustee, the Master Trustee shall use and withdraw amounts in said Fund from time to time (1) frrst, to make Required Payments and payment of the Master Trustee's fees and expenses as such payments become due during such period (whether by maturity, redemption, acceleration or otherwise), and, if such amounts shall not be sufficient to pay in full all such payments due on any date, then first to payment of the Master Trustee's fees and expenses and second to the payment of Required Payments ratably without any discrimination or preference, and (2) second, to such other payments in the order which the Master Trustee, in its discretion, shall determine to be in the best interests of the Holders of Obligations without discrimination or preference. During any period that the Gross Revenue Fund is held in the name and to the credit of the Master Trustee, the Members shall not be entitled to use or withdraw any of the Gross Revenues of the Obligated Group unless and to the extent that the Master Trustee at its sole discretion so directs for the payment of current or past due operating expenses of the Members; provided, however, that the Members shall be entitled to use or withdraw any amounts in the Gross Revenue Fund which do not constitute Gross Revenues of the Obligated Group. Each Member agrees to execute and deliver all instruments as may be required to implement this subheading. Each Member further agrees that a failure to comply with the terms of this subheading shall cause irreparable harm to the Holders and shall entitle the Master Trustee, with or without notice, to take immediate action to compel the specific performance of the obligations of the Members as provided in this subheading.

Events of Default

Event of Default, as used in the Master Indenture, means any of the following events:

(a) Failure on the part of the Obligated Group to make due and punctual payment of any Required Payment.

(b) Any Member shall fail duly to observe and perform any other covenant or agreement under the Master Indenture (including covenants or agreements contained in any Related Supplement or Obligation) for a period of thirty (30) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Obligated Group Representative by the Master Trustee or to the Obligated Group Representative and the Master Trustee by the Holders of not less than twenty-five percent (25%) in aggregate Principal Amount of Outstanding Obligations except that, if such failure can be remedied but not within such 30-day period, such failure shall not become an Event of Default for so long as the Obligated Group Representative shall diligently proceed to remedy same in accordance with and subject to any directions or limitations of time established by the Master Trustee.

(c) Any Member shall default under any agreement or instrument to which it is a party relating to the borrowing of money either (I) in failing to pay any installment of principal or interest in an aggregate amount of $500,000 or more, which default shall not have been waived, cured or excused within 90 days after such Member received notice of such default or (2) as a result of which Indebtedness in an amount of $5,000,000 or more shall have been accelerated and declared to be due and payable prior to its date of maturity.

(d) A court having jurisdiction shall enter a decree or order for relief in respect of any Member in an involuntary case under any applicable federal or state bankruptcy, insolvency or other similar law now or hereafter in effect, or a decree or order pursuant to such law appointing a receiver,

C-31 liquidator, assignee, custodiao, trustee, sequestrator (or similar official) of aoy Member or for aoy substaotial part of the property of aoy Member, or a decree or order pursuaot to such law ordering the winding up or liquidation of its affairs, aod such decree or order shall remain unstayed aod in effect for a period of 60 consecutive days.

(e) Any Member shall commence a voluntary case under aoy applicable federal or state bankruptcy, insolvency or other similar law now or hereafter in effect, or shall consent to the entry of ao order for relief in ao involuntary case under aoy such law, or shall consent to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodiao, sequestrator (or similar official) of aoy Member or for aoy substaotial part of its property, or shall make aoy general assignment for the benefit of creditors or shall take aoy corporate action in furtheraoce of the foregoing.

( t) An event of default shall exist under aoy Related Bond Indenture.

Acceleration; Annulment of Acceleration

(a) Upon the occurrence aod during the continuation of ao Event of Default under the Master Indenture, the Master Trustee may aod, upon (i) the written request of the Holders of not less thao twenty­ five (25%) in aggregate Principal Amount of Outstaoding Obligations or of aoy Holder if ao Event of Default under paragraph (a) of the subheading "Events of Default" has occurred or (ii) the acceleration of aoy Obligation pursuaot to the terms of the Related Supplement under which such Obligation was issued, shall, by notice to the Members, declare all Outstaoding Obligations immediately due aod payable, whereupon such Obligations shall become aod be immediately due aod payable, aoything in the Obligations or the Master Indenture to the contrary notwithstaoding; provided, however, that if the terms of aoy Related Supplement give a person the right to consent to acceleration of the Obligations issued pursuaot to such Related Supplement, the Obligations issued pursuaot to such Related Supplement may not be accelerated by the Master Trustee uuless such consent is properly obtained pursuaot to the terms of such Related Supplement. In such event, there shall be due aod payable on the Obligations ao amount equal to the aggregate Principal Amount of all such Obligations, plus all interest accrued thereon aod, to the extent permitted by applicable law, which accrues on such principal aod interest to the date of payment.

(b) At aoy time after the principal of the Obligations shall have been so declared to be due aod payable aod before the entry of final judgment or decree in aoy suit, action or proceeding instituted on account of such default, if (i) the Obligated Group has paid or caused to be paid or deposited with the Master Trustee moneys sufficient to pay all matured installments of interest aod interest on installments of principal aod interest aod principal or redemption prices aod other payments then due (other thao the principal or other payments then due ouly because of such declaration) on all Outstaoding Obligations, (ii) the Obligated Group has paid or caused to be paid or deposited with the Master Trustee moneys sufficient to pay the charges, compensation, expenses, disbursements, advaoces aod liabilities of the Master Trustee aod aoy paying agents, (iii) all other amounts then payable by the Obligated Group under the Master Indenture shall have been paid or a sum sufficient to pay the same shall have been deposited with the Master Trustee, aod (iv) every Event of Default (other thao a default in the payment of the principal or other payments of such Obligations then due only because of such declaration) shall have been remedied, then the Master Trustee may annul such declaration aod its consequences with respect to aoy Obligations or portions thereof not then due by their terms. No such annulment shall extend to or affect aoy subsequent Event of Default or impair aoy right consequent thereon.

(c) The Holders of not less thao a majority in aggregate Principal Amount of the Obligations Outstaoding by written notice to the Master Trustee may, on behalf of all of the Holders, rescind ao acceleration aod its consequences, if the rescission would not conflict with aoy judgment or decree aod if

C-32 all existing Events of Default (except nonpayment of any Required Payment that has become due solely because of the acceleration) have been cured or waived.

(d) The waiver by the holders of any borrowed money described in clause (c) of the subheading "Events of Default" of the predicating default under the agreement or instrument to which such borrowed money relates shall be deemed a waiver of such Event of Default arising under, and a rescission of any acceleration resulting from the application of such clause (c), from the effective date, during the effective period and to the extent of, the waiver by the holders of such borrowed money. Upon any waiver granted or deemed granted in accordance with the terms of the Master Indenture, such Event of Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured and waived for every purpose of the Master Indenture; but no such waiver shall extend to any subsequent or other Event of Default or impair any right consequent thereon.

Additional Remedies and Enforcement of Remedies

(a) Upon the occurrence and continuance of any Event of Default, the Master Trustee may, and upon the request of (i) the Holders of not less than twenty-five percent (25%) in aggregate Principal Amount of the Obligations Outstanding, (ii) any Holder which, pursuant to a Related Supplement, is given the right to require the Master Trustee to institute actions pursuant to this paragraph (a), or (iii) any Holder if an Event of Default under paragraph (a) of the subheading "Events of Default" has occurred, shall upon the indemnification of the Master Trustee to its satisfaction therefor, proceed forthwith to protect and enforce its rights and the rights of the Holders under the Master Indenture by such suits, actions or proceedings as the Master Trustee, being advised by counsel, shall deem expedient, including but not limited to:

(i) Enforcement of the right of the Holders to collect and enforce the payment of amounts due or becoming due under the Obligations;

(ii) Suit upon all or any part of the Obligations;

(iii) Civil action to require any Person holding moneys, documents or other property pledged to secure payment of amounts due or to become due on the Obligations to account as if it were the trustee of an express trust for the Holders of Obligations;

(iv) Civil action to enjoin any acts or things, which may be unlawful or in violation of the rights of the Holders of Obligations; and

(v) Enforcement of any other right or remedy of the Holders conferred by law or the Master Indenture.

(b) Regardless of the happening of an Event of Default, the Master Trustee, if requested in writing by the Holders of not less than twenty-five percent (25%) in aggregate Principal Amount of the Obligations then Outstanding, shall, upon being indemnified to its satisfaction therefor, institute and maintain such suits and proceedings as it may be advised shall be necessary or expedient (i) to prevent any impairment of the security under the Master Indenture by any acts which may be unlawful or in violation of the Master Indenture, or (ii) to preserve or protect the interests of the Holders, provided that such request and the action to be taken by the Master Trustee are not in conflict with any applicable law or the provisions of the Master Indenture and, in the sole judgment of the Master Trustee, not unduly prejudicial to the interest of the Holders of Obligations not making such request, it being understood that the Master Trustee shall have no duty or obligation to determine whether or not such action or forbearance may be unduly prejudicial to such Holders.

C-33 Supplements Not Requiring Consent of Holders

The Obligated Group Representative, acting for itself and as agent for each Member, and the Master Trustee may, without the consent of any of the Holders, with an Opinion of Bond Counsel to the effect that the amendment is authorized by the Master Indenture and a valid and binding obligation of the Obligated Group, enter into one or more Related Supplements for one or more of the following purposes (provided that the Master Trustee shall not be required to consent to any amendment that adversely impacts it):

(a) To cure any ambiguity or formal defect or omission in the Master Indenture;

(b) To correct or supplement any provision in the Master Indenture which may be inconsistent with any other provision in the Master Indenture, or to make any other provisions with respect to matters or questions arising under the Master Indenture and which shall not materially and adversely affect the interests of the Holders;

(c) To grant or confer ratably upon all of the Holders any additional rights, remedies, powers or authority, or to add to the covenants of and restrictions on the Members;

(d) To qualify the Master Indenture under the Trust Indenture Act of 1939, as amended, or corresponding provisions of federal laws from time to time in effect;

(e) To create and provide for the issuance of an Obligation or Series of Obligations as permitted under the Master Indenture;

(f) To conform the text of the Master Indenture to any provision of Appendix C of the Official Statement related to the 2015 Bonds to the extent that such provision was intended to be a recitation or description of a provision of the Master Indenture or any other similar provisions of a future offering statement relating to Obligations;

(g) To obligate a successor to any Member as provided in the Master Indenture;

(b) To add a new Member as provided in the Master Indenture.

Supplements Requiring Consent of Holders

(a) Other than Related Supplements not requiring the consent of holders, the Obligated Group Representative, acting for itself and as agent for each Member, and the Master Trustee may, with the consent of the Holders of not less than a majority in aggregate Principal Amount of the Obligations then Outstanding (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, some or all of the Obligations then Outstanding), and anything contained in the Master Indenture to the contrary notwithstanding, enter into one or more Related Supplements as the Obligated Group Representative shall deem necessary and desirable for the purpose of modifying, altering, amending, adding to or rescinding, in any particular, any of the terms or provisions contained in the Master Indenture; provided, however, that nothing in this subheading shall permit or be construed as permitting a Related Supplement which would:

(i) Extend the stated maturity of or time for paying interest on any Obligation or reduce the Principal Amount of or the redemption premium or rate of interest or method of calculating interest payable on any Obligation without the consent of the Holder of such Obligation;

C-34 (ii) Modify, alter, amend, add to or rescind any of the terms or provisions contained in the Master Indenture so as to affect the right of the Holder of any Obligation in default as to payment to compel the Master Trustee to declare the principal of all Obligations to be due and payable (except a rescission of acceleration of the Obligations then Outstanding by the Holders of at least a majority in aggregate Principal Amount of the Obligations then Outstanding and a waiver of the payment default that resulted from such acceleration), without the consent of the Holder of such Obligation;

(iii) Reduce the aggregate Principal Amount of Obligations then Outstanding the consent of the Holders of which is required to authorize such Related Supplement without the consent of the Holders of all Obligations; or

(iv) Adversely impact the rights of the Master Trustee without its consent.

(b) If at any time the Obligated Group Representative shall request the Master Trustee to enter into a Related Supplement pursuant to this subheading, which request is accompanied by a copy of the resolution or other action of its Governing Body certified by its secretary or if it has no secretary, its comparable officer, and the proposed Related Supplement and if the Master Trustee shall receive an instrument or instruments purporting to be executed by the Holders of not less than the aggregate Principal Amount or number of Obligations specified in subsection (a) for the Related Supplement in question which instrument or instruments shall refer to the proposed Related Supplement and shall specifically consent to and approve the execution thereof in substantially the form of the copy thereof as on file with the Master Trustee, thereupon, but not otherwise, the Master Trustee may execute such Related Supplement in substantially such form, without liability or responsibility to any Holder of any Obligation, whether or not such Holder shall have consented thereto.

(c) The written consent of the Holders of Obligations may be effected through either (i) a consent by the purchaser of the Obligation or Related Bonds, at the time of the issuance of the Obligations or Related Bonds, or (ii) a provision of a Related Supplement that deems any purchasers purchasing the Obligations or Related Bonds to have consented for purposes of this subheading.

(d) Any such consent shall be binding upon the Holder of the Obligation giving such consent and upon any subsequent Holder of such Obligation and of any Obligation issued in exchange therefor (whether or not such subsequent Holder thereof has notice thereof), unless such consent is revoked in writing by the Holder of such Obligation giving such consent or by a subsequent Holder thereof by filing with the Master Trustee, prior to the execution by the Master Trustee of such Related Supplement, such revocation and, if such Obligation or Obligations are transferable by delivery, proof that such Obligations are held by the signer of such revocation. At any time after the Holders of the required Principal Amount of Obligations shall have filed their consents to the Related Supplement, the Master Trustee shall make and file with the Obligated Group Representative a written statement to that effect. Such written statement shall be conclusive that such consents have been so filed.

(e) If the Holders of the required Principal Amount or number of the Outstanding Obligations shall have consented to and approved the execution of such Related Supplement as provided in the Master Indenture, no Holder of any Obligation shall have any right to object to the execution thereof, or to object to any of the terms and provisions contained therein or the operation thereof, or in any manner to question the propriety of the execution thereof, or to enjoin or restrain the Master Trustee or the Obligated Group Representative from executing the same or from taking any action pursuant to the provisions thereof.

C-35 Amendment of Related Supplements

Any Related Supplement may provide that the provisions thereof may be amended without the consent of or notice to any of the Holders or pursuant to such terms and conditions as may be specified in such Related Supplement. If a Related Supplement does not contain provisions relating to the amendment thereof, amendment of such Related Supplement shall by governed by the provisions of the Master Iodenture.

Satisfaction and Discharge of Indenture and ObHgations

If (i) the Members shall deliver to the Master Trustee for cancellation all Obligations theretofore authenticated (other than any Obligations which shall have been mutilated, destroyed, lost or stolen and which shall have been replaced or paid as provided in any Related Supplement) and not theretofore cancelled, or (ii) upon payment of all Obligations not theretofore cancelled or delivered to the Master Trustee for cancellation, or (iii) as further provided for an Obligation in the Related Supplement pursuant to which such Obligation was issued, if cash and securities have been deposited with the Related Bond Trustee sufficient to pay at maturity or upon redemption all Related Bonds to which the Obligations relate (and all conditions to any such redemption have been satisfied or waived), then the Master Iodenture shall cease to be of further effect, and the Master Trustee, on demand of the Members or any thereof and at the cost and expense of the Members or any thereof, shall execute proper instruments acknowledging satisfaction of and discharging the Master Iodentore. Each Member, respectively, agrees to reimburse the Master Trustee for any costs or expenses theretofore and thereafter reasonably and properly incurred by the Master Trustee in connection with the Master Iodenture or such Obligations.

Any Obligation issued under the Master Iodentore relating to Related Bonds shall terminate upon defeasance of the Related Bonds in accordance with the Related Bond Iodenture and Related Supplements. Any Obligation issued under the Master Iodentore relating to any obligation other than Related Bonds shall terminate upon termination of such obligation in accordance with the agreements related to such Obligation.

C-36 APPENDIXD

FORM OF BOND COUNSEL OPINION

[Closing Date]

California Infrastructure and Economic Development Bank Sacramento, California

California Infrastructnre and Economic Development Bank Revenue Bonds (Academy of Motion Picture Arts and Sciences Obligated Group)

$212,960,000 $128,000,000 Series 2015A Series 2015B

Ladies and Gentlemen:

We have acted as bond counsel to the California Infrastructure and Economic Development Bank (the "Issuer'') in connection with the issuance by the Issuer of the above-referenced bonds (collectively, the "2015 Bonds''), issued pursuant to the Constitution and the laws of the State of California (the "State''), particularly the Bergeson-Peace Infrastructure and Economic Development Bank Act, constituting Division I of Title 6. 7 (commencing with Section 63000) of the California Government Code (the "Act''), and an Indenture, dated as of October 1, 2015 (the "Indenture"), between the Issuer and Wells Fargo Bank, National Association, as trustee (the "Trustee"). The Indenture provides that the 2015 Bonds are being issued for the purpose of making a loan of the proceeds thereof to the Academy Museum Foundation (the "Borrower'') pursuant to a Loan Agreement, dated as of October 1, 2015 (the "Loan Agreement"), between the Issuer and the Borrower. Capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Indenture.

In such connection, we have reviewed the Indenture, the Loan Agreement, the Tax Regulatory Agreement dated the date hereof (the "Tax Agreement"), between the Issuer and the Borrower, opinions of counsel to the Issuer, the Trustee and the Borrower, certificates of the Issuer, the Trustee, the Borrower and others, and such other documents, opinions and matters to the extent we deemed necessary to render the opinions set forth herein.

We have relied on the opinion of Adler & Colvin, counsel to the Borrower, regarding, among other matters, the current qualification of the Borrower as an organization described in Section 50l(c)(3) of the Internal Revenue Code of 1986 (the "Code"). We note that such opinion is subject to a number of qualifications and limitations. Failure of the Borrower to be organized and operated in accordance with the Internal Revenue Service's requirements for the maintenance of its status as an organization described in Section 50l(c)(3) of the Code may result in interest on the 2015 Bonds being included in gross income for federal income tsx purposes, possibly from the date of issuance of the 2015 Bonds.

We have assumed the genuineness of all documents and signatures presented to us (whether as originals or as copies) and the due and legal execution and delivery thereof by, and validity against, any parties other than the Issuer. We have assumed, without undertaking to verify, the accuracy of the factual matters represented, warranted or certified in the documents, and of the legal conclusions contained in the opinions, referred to in the second and third paragraphs hereof.

D-1 We call attention to the fact that the rights and obligations under the 2015 Bonds, the Indenture, the Loan Agreement and the Tax Agreement and their enforceability may be subject to bankruptcy, insolvency, reorganization, arrangement, fraudulent conveyance, moratorium and other laws relating to or affecting creditors' rights, to the application of equitable principles, to the exercise ofjudicial discretion in appropriate cases and to the limitations on legal remedies against public entities in the State of California. We express no opinion with respect to any indemnification, contribution, penalty, choice oflaw, choice of forum or waiver provisions contained in the foregoing documents, nor do we express any opinion with respect to the state or quality of title to or interest in any of the real or personal property described in or subject to the lien of the Indenture or the Loan Agreement or the accuracy or sufficiency of the description contained therein of, or the remedies available to enforce liens on, any such property. Finally, we undertake no responsibility for the accuracy, completeness or fairness of the Official Statement or other offering material relating to the 2015 Bonds and express no opinion with respect thereto.

Based on and subject to the foregoing, and in reliance thereon, as of the date hereof, we are of the following opinions:

1. The 2015 Bonds constitute the valid and binding limited obligations of the Issuer.

2. The Indenture has been duly executed and delivered by, and constitutes the valid and binding obligation of, the Issuer. The Indenture creates a valid pledge of the Revenues to secure the payment of the principal of and interest on the 2015 Bonds, subject to the provisions of the Indenture permitting the application thereof for the purposes and on the terms and conditions set forth in the Indenture.

3. The Loan Agreement has been duly executed and delivered by, and constitutes a valid and binding agreement of, the Issuer.

4. The 2015 Bonds are not a lien or charge upon the funds or property of the Issuer except to the extent of the aforementioned pledge. Neither the faith and credit nor the taxing power of the State of California or of any political subdivision thereof is pledged to the payment of the principal of or the interest on the 2015 Bonds.

5. Under existing statutes and court decisions and assuming continuing compliance with certain tax covenants described below, interest on the 2015 Bonds is excluded from gross income for Federal income tax purposes pursuant to Section 103 of the Code. Interest on the 2015 Bonds is not treated as a preference item in calculating the alternative minimum tax imposed on individuals and corporations under the Code; such interest, however, is included in the adjusted current earnings of certain corporations for purposes of calculating the alternative minimum tax imposed on such corporations. In rendering our opinion, we have relied on certain representations, certifications of fact, and statements of reasonable expectations made by the Issuer, the Borrower and others in connection with the 2015 Bonds, and we have assumed compliance by the Issuer and the Borrower with certain ongoing covenants to comply with applicable requirements of the Code to assure the exclusion of interest on the 2015 Bonds from gross income under Section 103 of the Code.

The Code establishes certain requirements that must be met subsequent to the issuance and delivery of the 2015 Bonds in order that, for Federal income tax purposes, interest on the 2015 Bonds be not included in gross income pursuant to Section 103 of the Code. These requirements include, but are not limited to, requirements relating to the use and expenditure of 2015 Bond proceeds, restrictions on the investment of 2015 Bond proceeds prior to expenditure and the requirement that certain earnings be rebated to the Federal government. Noncompliance with such requirements may cause interest on the

D-2 2015 Bonds to become subject to Federal income taxation retroactive to their date of issue, irrespective of the date on which such noncompliance occurs or is ascertained.

On the date of delivery of the 2015 Bonds, the Issuer and the Borrower will execute the Tax Agreement containing provisions and procedures pursuant to which such requirements can be satisfied. In executing the Tax Agreement, the Issuer and the Borrower covenant that they will comply with the provisions and procedures set forth therein and that they will do and perform all acts and things necessary or desirable to assure that interest paid on the 2015 Bonds will, for the purpose of Federal income taxation, be excluded from gross income.

In rendering the opinion in paragraph 5 hereof, we have relied upon and assumed (i) the material accuracy of the representations, statements of intention and reasonable expectation, and certifications of fact contained in the Tax Agreement with respect to matters affecting the status of interest paid on the 2015 Bonds, and (ii) compliance by the Borrower with the procedures and covenants set forth in the Tax Agreement as to such tax matters.

6. In addition, in the opinion of Bond Counsel, under existing statutes, interest on the 2015 Bonds is exempt from State of California personal income taxes.

Except as stated in paragraphs 5 and 6 above, we express no opinion as to any other Federal, state or local tax consequences arising with respect to the 2015 Bonds or the ownership or disposition thereof. Furthermore, we express no opinion herein as to the effect of any action hereafter taken or not taken in reliance upon an opinion of counsel other than ourselves on the exclusion from gross income for Federal income tax purposes of interest on the 2015 Bonds.

We render our opinion under existing statutes and court decisions as of the date hereof, and we assume no obligation to update, revise or supplement this opinion to reflect any action hereafter taken or not taken, or any facts or circumstances that may hereafter come to our attention, or changes in law or in interpretations thereof that may hereafter occur, or for any other reason. We note that our client in connection with the issuance of the 2015 Bonds was the Issuer only and not any other party.

Respectfully submitted,

D-3      APPENDIXE

FORM OF CONTINUING DISCLOSURE AGREEMENT

This Continuing Disclosure Agreement (the "Disclosure Agreement") is executed and delivered by the Academy Museum Foundation (the "Borrower'') and Wells Fargo Bank, National Association, a national banking association as Trustee and as Dissemination Agent (the "Trustee" and "Dissemination Agent," respectively) in connection with the issuance of the California Infrastructure and Economic Development Bank Revenue Bonds (Academy of Motion Picture Arts and Sciences Obligated Group) Series 2015A and California Infrastructure and Economic Development Bank Revenue Bonds (Academy of Motion Picture Arts and Sciences Obligated Group) Series 2015B (together, the "Bonds''). The Bonds are being issued pursuant to an Indenture dated as of October 1, 2015 between the California Infrastructure and Economic Development Bank (the "Infrastructure Bank'') and the Trustee (the "Indenture''). The proceeds of the Bonds are being loaned by the Infrastructure Bank to the Borrower pursuant to a Loan Agreement dated as of October 1, 2015 between the Infrastructure Bank and the Borrower (the "Loan Agreement"). Pursuant to Section 6.10 of the Indenture and Section 17 of the Loan Agreement, the Borrower and the Trustee covenant and agree as follows:

SECTION I. Puroose of the Disclosure Ae:reement. This Disclosure Agreement is being executed and delivered by the Borrower and the Trustee for the benefit of the Holders and Beneficial Owners of the Bonds and in order to assist the Participating Underwriter in complying with the Rule (defined below). The Borrower and the Trustee acknowledge that the Infrastructure Bank has undertaken no responsibility with respect to any reports, notices or disclosures provided or required under this Agreement, and has no liability to any person, including any Holder or Beneficial Owner of the Bonds, with respect to the Rule.

SECTION II. Definitions. In addition to the definitions set forth in the Indenture, which apply to any capitalized term used in this Disclosure Agreement unless otherwise defined in this Section, the following capitalized terms shall have the following meanings:

"Annual Report" shall mean any Annual Report provided by the Borrower pursuant to, and as described in, Sections ill. and N. of this Disclosure Agreement.

"Beneficial Owner" shall mean any person who has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Bonds, including persons holding Bonds through nominees or depositories.

"Disclosure Representative" shall mean the person designated by the Borrower on the signature page hereof or such person's designee, or such other person as the Borrower shall designate in writing to the Trustee and Dissemination Agent from time to time.

"Dissemination Agent" shall mean Wells Fargo Bank, National Association, acting in its capacity as Dissemination Agent hereunder, or any successor Dissemination Agent designated in writing by the Borrower and which has filed with the Trustee a written acceptance of such designation.

"Listed Events" shall mean any of the events listed in Section V.A. and V.B. of this Disclosure Agreement.

"MSRB" shall mean the Municipal Securities Rulemaking Board established pursuant to Section 15B(b)(l) of the Securities Exchange Act of 1934, as amended.

E-1 "Official Statement" shall mean the Official Statement relating to the Bonds, dated October 7, 2015.

"Participating Underwriter'' shall mean the original underwriter of the Bonds required to comply with the Rule in connection with offering of the Bonds.

"Repository" means the MSRB or any other information repository as recognized from time to time by the Securities and Exchange Commission for the purposes referred to in the Rule.

"Rule" shall mean Rule 15c2-12(b)(5) adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be amended from time to time.

"State" shall mean the State of California.

SECTION ill. Provision of Annual Reports.

A. The Borrower shall, or, upon written direction, shall cause the Dissemination Agent to, not later than 180 days after the end of the Borrower's fiscal year (presently as indicated on the signature page hereof), commencing with the report for the 2016 Fiscal Year, provide to each Repository an Annual Report which is consistent with the requirements of Section IV of this Disclosure Agreement. In each case, the Annual Report may be submitted as a single document or as separate documents comprising a package, and may cross-reference other information as provided in Section IV of this Disclosure Agreement; provided that the audited consolidated financial statements of the Borrower may be submitted separately from the balance of the Annual Report and later than the date required above for the filing of the Annual Report if they are not available by that date. If the Borrower's fiscal year changes, it shall give notice of such change in the same manner as for a Listed Event under Section V .E.

B. Not later than fifteen (15) Business Days prior to the date specified in Section ill.A. for providing the Annual Report to the Repository, the Borrower shall provide the Annual Report to the Dissemination Agent and the Trustee (if the Trustee is not the Dissemination Agent). If by such date the Trustee has not received a copy of the Annual Report, the Trustee shall contact the Borrower and the Dissemination Agent to determine if the Borrower is in compliance with the first sentence of this Section m.B.

C. If the Trustee is unable to verify that an Annual Report has been provided to the Repository by the date required in subsection A, the Trustee shall send a notice to each Repository in substantially the form attached as Exhibit A.

D. The Dissemination Agent shall:

1. Determine each year prior to the date for providing the Annual Report the name and address of each Repository; and

2. File a report with the Borrower, the Infrastructure Baok and the Trustee certifying that the Annual Report has been provided pursuant to this Disclosure Agreement, stating the date it was provided, and listing all the Repositories to which it was provided.

SECTION IV. Content of Annual Reports. The Borrower's Annual Report shall contain or include by reference the following:

A. The audited consolidated financial statements of the OGMTI Obligated Group for the prior fiscal year, prepared in accordance with generally accepted accounting principles as promulgated from time to time by the Financial Accounting Standards Board. If the OGMTI Obligated Group's

E-2 audited consolidated financial statements are not available by the time the Annual Report is required to be filed pursuant to Section m.A, the Annual Report shall contain unaudited consolidated financial statements in a format similar to the financial statements required for the fiscal year being audited, and the audited consolidated financial statements shall be filed in the same manner as the Annual Report when they become available.

B. The completed form attached hereto as Exhibit B or such other form as contains substantially the same information.

Any or all of the items listed above may be included by specific reference to other documents, including official statements of debt issues with respect to which any OG Member is an "obligated person" (as defined by the Rule), which have been filed with the Repository or the Securities and Exchange Commission. If the document included by reference is a fmal official statement, it must be available from the Municipal Securities Rulemaking Board. The Borrower shall clearly identify each such other document so included by reference.

SECTION V. Reporting of Listed Events.

A. Pursuant to the provisions of tbis Section V, the Borrower shall give, or cause to be given, notice of the occurrence of any of the following events with respect to the Bonds not later than ten business days after the occurrence of the event:

1. Principal and interest payment delinquencies;

2. Unscheduled draws on debt service reserves reflecting financial difficulties;

3. Unscheduled draws on credit enhancements reflecting financial difficulties;

4. Substitution of credit or liquidity providers, or their failure to perform;

5. Adverse tax opinions or the issuance by the Internal Revenue Service of proposed or final determination of taxability or of a Notice of Proposed Issue (IRS Form 5701 TEB);

6. Tender offers;

7. Defeasances;

8. Rating changes; or

9. Bankruptcy, insolvency, receivership or similar event of the obligated person.

Note: For the purposes of the event identified in subparagraph (9), the event is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent or similar officer for an obligated person in a proceeding under the U.S. Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the obligated person, or if such jurisdiction has been assumed by leaving the existing governmental body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the obligated person.

E-3 B. The Borrower shall give, or cause to be given, notice of the occurrence of any of the following events with respect to the Bonds, if material, not later than ten business days after the occurrence of the event:

1. Unless described in paragraph V.A.5., other material notices or determinations by the Internal Revenue Service with respect to the tax status of the Bonds or other material events affecting the tax status of the Bonds;

2. Modifications to rights of Bond holders;

3. Optional, uoscheduled or contingent Bond calls;

4. Release, substitution, or sale of property securing repayment of the Bonds;

5. Non-payment related defaults;

6. The consummation of a merger, consolidation, or acquisition involving an obligated person or the sale of all or substantially all of the assets of the obligated person, other than in the ordinary course of business, the entry into a definitive agreement to uodertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms; or

7. Appointment of a successor or additional trustee or the change of name of a trustee.

C. The Trustee shall, as soon as reasonably practicable, after a Responsible Officer obtains actual knowledge of the occurrence of any of the Listed Events, contact the Disclosure Representative, inform such person of the event, and request that the Borrower promptly notifY the Trustee in writing whether or not to report the event pursuant to Section V.E. below. The Trustee shall have no duty to determine the materiality of any such Listed Events. For purposes of this Disclosure Agreement, "actual knowledge" of the occurrence of such Listed Events shall mean actual knowledge by the officer at the corporate trust office of the Trustee with regular responsibility for the administration of matters related to the Indenture.

D. Whenever the Borrower obtains knowledge of the occurrence of a Listed Event described in Section V.B., the Borrower shall determine if such event would be material uoder applicable federal securities laws.

E. If the Borrower learns of the occurrence of a Listed Event described in Section V.A., or determines that knowledge of a Listed Event described in Section V.B. would be material uoder applicable federal securities laws, the Borrower shall within ten business days of occurrence cause to be filed a notice of such occurrence with the Repository. Notwithstanding the foregoing, notice of the Listed Events described in subsections A. 7. or B.3. above need not be given uoder this subsection any earlier than the notice (if any) of the uoderlying event is given to Holders of affected Bonds pursuant to the Indenture.

SECTION VI. Format for Filings with MSRB. Any report or filing with the MSRB pursuant to this Disclosure Agreement must be submitted in electronic format, accompanied by such identifying information as is prescribed by the MSRB.

SECTION VII. Termination of Reporting Obligation. The Borrower's and the Trustee's obligations uoder this Disclosure Agreement shall terminate upon the legal defeasance, prior redemption or payment in full of all of the Bonds. If the Borrower's obligations uoder the Loan Agreement are assumed in full by some other entity, such person shall be responsible for compliance with this Disclosure Agreement in the same manner as if it were the Borrower and the original Borrower shall have no further responsibility hereunder. If such termination or substitution occurs prior to the final maturity of the Bonds, the Borrower shall give notice of such termination or substitution in the same manner as for a Listed Event under Section V .E.

SECTION vm. Dissemination Agent. The Borrower may, from time to time, appoint or engage a Dissemination Agent to assist it in carrying out its obligations under this Disclosure Agreement, and may discharge any such Dissemination Agent, with or without appointing a successor Dissemination Agent. The Dissemination Agent shall not be responsible in any manner for the content of any notice or report prepared by the Borrower pursuant to this Disclosure Agreement. If at any time there is not any other designated Dissemination Agent, the Borrower shall be the Dissemination Agent. The Dissemination Agent may resign by providing thirty days written notice to the Borrower and the Trustee.

SECTION IX. Amendment: Waiver. Notwithstanding any other provision of this Disclosure Agreement, the Borrower, Dissemination Agent and the Trustee may amend this Disclosure Agreement (and the Trustee and Dissemination Agent shall agree to any amendment so requested by the Borrower; provided, the Trustee and Dissemination Agent shall not be obligated to enter into any such amendment that modifies or increases its duties or obligations hereunder) and any provision of this Disclosure Agreement may be waived, provided that the following conditions are satisfied:

A. If the amendment or waiver relates to the provisions of Sections III.A, IV, V.A or V.B., it may only be made in connection with a change in circumstances that arises from a change in legal requirements, change in law, or change in the identity, nature or status of an obligated person with respect to the Bonds, or the type of business conducted;

B. The undertaking herein, as amended or taking into account such waiver, wonld, in the opinion of nationally recognized bond counsel, have complied with the requirements of the Rule at the time of the original issuance of the Bonds, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; and

C. The amendment or waiver either (i) is approved by the Holders of the Bonds in the same manner as provided in the Indenture for amendments to the Indenture with the consent of Holders, or (ii) does not, in the opinion of nationally recognized bond counsel, materially impair the interests of the Holders or Beneficial Owners of the Bonds.

In the event of any amendment or waiver of a provision of this Disclosure Agreement, the Borrower shall describe such amendment in the next Annual Report, and shall include, as applicable, a narrative explanation of the reason for the amendment or waiver and its impact on the type (or, in the case of a change of accounting principles, on the presentation) of financial information or operating data being presented by the Borrower. In addition, if the amendment relates to the accounting principles to be followed in preparing financial statements, notice of such change shall be given in the same manner as for a Listed Event under Section V .E.

SECTION X. Additional Information. Nothing in this Disclosure Agreement shall be deemed to prevent the Borrower from disseminating any other information, using the means of dissemination set forth in this Disclosure Agreement or any other means of communication, or including any other information in any Annnal Report or notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure Agreement. If the Borrower chooses to include any information in any Annual Report or notice of occurrence of a Listed Event, in addition to that which is specifically required by this Disclosure Agreement, the Borrower shall have no obligation under this Agreement to update such information or include it in any future Annual Report or notice of occurrence of a Listed Event.

E-5 SECTION XI. Default. In the event of a failUie of the Borrower or the Trustee to comply with any provision of this DisclosUie Agreement, the Trustee shall at the written request of any Participating Underwriter or the Holders of at least 25% of the Bond Obligation of Outstanding Bonds, and upon provision of indemnification satisfactory to the Trustee, or any Holder or Beneficial Owner of the Bonds may, take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the Borrower or the Trustee, as the case may be, to comply with its obligations under this DisclosUie Agreement. A default under this DisclosUie Agreement shall not be deemed an Event of Default under the lndentUie or the Loan Agreement, and the sole remedy under this DisclosUie Agreement in the event of any failUie of the Borrower or the Trustee to comply with this DisclosUie Agreement shall be an action to compel performance.

SECTION XII. Duties. Inununities and Liabilities of Trustee and Dissemination Agent. Article X of the lndentUie is hereby made applicable to this DisclosUie Agreement as if this DisclosUie Agreement were (solely for this pmpose) contained in the lndentUie and the Trustee and Dissemination Agent shall be entitled to the provisions thereof. The Dissemination Agent and Trustee shall have only such duties as are specifically set forth in this DisclosUie Agreement, and the Borrower agrees to indemnify and save the Dissemination Agent and Trustee, their officers, directors, employees and agents, harmless against any loss, expense and liabilities which they may inCUI arising out of or in the exercise or performance of its powers and duties hereunder, including the costs and expenses (including attorneys fees) of defending against any claim of liability, but excluding liabilities, costs and expenses (including attorneys fees) due to the Dissemination Agent's or Trustee's respective fraud, violation of law, whether willful or negligent, negligence or willful misconduct. The Dissemination Agent shall be paid compensation by the Borrower for its services provided hereunder in accordance with its schedule of fees as amended from time to time and all expenses, legal fees and advances made or incurred by the Dissemination Agent in the performance of its duties hereunder. The Dissemination Agent and the Trustee shall have no duty or obligation to review any information provided to them hereunder and shall not be deemed to be acting in any fiduciary capacity for the Borrower, the Bondholders, or any other party. The Dissemination Agent shall have no duty to prepare any information report nor shall the Dissemination Agent be responsible for filing any report not provided to it by the Borrower in a timely manner and in a form suitable for filing. The obligations of the Borrower under this Section shall sUivive resignation or removal of the Dissemination Agent and payment of the Bonds.

SECTION Xill. Notices. Any notices or communications to or among any of the parties to this DisclosUie Agreement may be given as follows:

To the Borrower: At the address set forth for the Borrower on the signatUie page hereof.

To the Trustee and Wells Fargo Bank, National Association Dissemination Agent: Corporate Trust Operations 333 S. Grand Avenue, 5th Floor Los Angeles, CA 90071

Any person may, by written notice to the other persons listed above, designate a different address or telephone number(s) to which subsequent notices or communications should be sent.

SECTION XN. Beneficiaries. This DisclosUie Agreement shall inUie solely to the benefit of the InfrastructUie Bank, the Borrower, the Trustee, the Dissemination Agent, the Participating Underwriter, and Holders and Beneficial Owners from time to time of the Bonds, and shall create no rights in any other person or entity.

E-6 SECTION XV. Counterparts. This Disclosure Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.

Dated as of October 22, 2015

ACADEMY MUSEUM FOUNDATION

By ______~~~~~=------Authorized Officer

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee and Dissemination Agent

By ______~~~~~------Authorized Officer

Borrower's Notice Address: 8949 Wilshire Boulevard Los Angeles, CA 90211

Borrower's Disclosure Representative: Chief Financial Officer

Borrower's Fiscal Year: July 1 -June 30

E-7 EXHIBIT A

NOTICE TO REPOSITORIES OF FAILURE TO FILE ANNUAL REPORT

Name oflssuer: California Infrastructure and Economic Development Bank

Name of Bond Issue: California Infrastructure and Economic Development Bank Revenue Bonds (Academy of Motion Picture Arts and Sciences Obligated Group) Series 2015A and Series 2015B

Name of Borrower: ACADEMY MUSEUM FOUNDATION

Date of Issuance: October 22, 2015

NOTICE IS HEREBY GIVEN that tbe Borrower has not provided an Annual Report witb respect to tbe above- named Bonds as required by Section 6.10 of tbe Indenture dated as of October I, 2015 between tbe Infrastructure Bank and Trustee and by Section 17 oftbe Loan Agreement dated as of October I, 2015 between tbe Infrastructure Bank and tbe Borrower. The Borrower anticipates tbat tbe Annual Report will be filed by ______

Dated: ______

Wells Fargo Bank, National Association, as Trustee cc: Borrower

E-8 EXHIBITB

ACADEMY MUSEUM FOUNDATION CONTINUING DISCLOSURE ANNUAL REPORT

Please answer each of the following questions: a) Have there been officer changes at any OG Member since the last annual report? (Check one)

Yes D No D If yes, please indicate OG Member, name and title:

b) Please describe any material changes to the information including in Appendix A relating to the material broadcast contracts or sponsorship contracts relating to the Academy Awards®, since the date of the last report.

c) Please fill in the blanks: As of June 30, 20_, the Foundation has received written commitments from third party individuals and organizations in the amount of $ which equals approximately _% of the total campaign goal. d) Please describe any new litigation, or a material result in any litigation since the date of thelastreport. ------

e) Please describe any significant sale, destruction or loss of real property or other material assets since the date of the last report. ------

f) Please review Section V of the Continuing Disclosure Agreement and confirm that no Listed Event has occurred. Please describe any Listed Event that has occurred since the date of the last report. ------

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BOOK-ENTRY ONLY SYSTEM

The information in this section regarding DTC and its book-entry system has been obtained from DTC's website, for use in securities offering documents, and the Irifrastructure Bank takes no responsibility for the accuracy or completeness thereof or for the absence of material changes in such i'!formation after the date hereof

The Depository Trust Company ("DTC"), New Y orlc, NY, will act as securities depository for the 2015 Bonds. The 2015 Bonds will be issued as fully-registered securities, registered in the name of Cede & Co. (DTC's partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully-registered bond certificate will be issued for each maturity of 2015 Bonds, each in the aggregate principal amount of such maturity and will be deposited with DTC.

DTC, the world's largest securities depository, is a limited-purpose trust company organized under the New York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues and money market instruments (from over 100 countries) that DTC's participants ("Direct Participants") deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges between Direct Participants' accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation ("DTCC''). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly ("Indirect Participants"). DTC has a Standard & Poor's rating of AA+. The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com.

Purchases of the 2015 Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the 2015 Bonds on DTC's records. The ownership interest of each actual purchaser of each 2015 Bond ("Beneficial Owner") is in tum to be recorded on the Direct and Indirect Participants' records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the 2015 Bonds are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in the 2015 Bonds, except in the event that use of the book-entry system for the 2015 Bonds is discontinued.

To facilitate subsequent transfers, all 2015 Bonds deposited by Direct Participants with DTC are registered in the name of DTC's partnership nominee, Cede & Co. or such other name as may be requested by an authorized representative of DTC. The deposit of 2015 Bonds with DTC and their

F-1 registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the 2015 Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such securities are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers.

Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants and by Direct Participants and Indirect Participants to Beneficial Owners, will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of 2015 Bonds may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the 2015 Bonds, such as redemptions, tenders, defaults and proposed amendments to the 2015 Bond documents. For example, Beneficial Owners of2015 Bonds may wish to ascertain that the nominee holding the 2015 Bonds for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to the registrar and request that copies of the notices be provided directly to them.

Redemption notices shall be sent to DTC. If less than all of the 2015 Bonds within an issue are being redeemed, DTC' s practice is to determine by lot the amount of the interest of each Direct Participant in such issue to be redeemed.

Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to the 2015 Bonds unless authorized by a Direct Participant in accordance with DTC's MMI Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the Infrastructure Bank as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to those Direct Participants to whose accounts the 2015 Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy).

Redemption proceeds, distributions and interest payments on the 2015 Bonds will be made to Cede & Co., or such other nominee as may be requested by an authorized representative ofDTC. DTC's practice is to credit Direct Participants' accounts upon DTC's receipt of funds and corresponding detail information from the Infrastructure Bank or the Bond Trustee, on payable date in accordance with their respective holdings shown on DTC's records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in "street name," and will be the responsibility of such Participant and not of DTC, nor its nominee, the Bond Trustee, or the Infrastructure Bank, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of redemption proceeds, distributions and interest payments to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the Infrastructure Bank or the Bond Trustee, disbursement of such payments to Direct Participants will be the responsibility of DTC and disbursement of such payments to the Beneficial Owners shall be the responsibility of Direct and Indirect Participants.

A Beneficial Owner shall give notice to elect to have its 2015 Bonds purchased or tendered, through its Participant, to the Rernarketing Agent, and shall effect delivery of such 2015 Bonds by causing the Direct Participant to transfer the Participant's interest in the 2015 Bonds, on DTC's records, to the Remarketing Agent. The requirement for physical delivery of the 2015 Bonds in connection with an optional tender or a mandatory purchase will be deemed satisfied when the ownership rights in the 2015 Bonds are transferred by Direct Participants on DTC's records and followed by a book-entry credit of tendered 2015 Bonds to the Rernarketing Agent's DTC account.

F-2 DTC may discontinue providing its services as securities depository with respect to the 2015 Bonds at any time by giving reasonable notice to the Infrastructure Bank or the Bond Trustee. Under such circumstances, in the event that a successor depository is not obtained, 2015 Bond certificates are required to be printed and delivered.

The Infrastructure Bank may decide to discontinue use of the system of book-entry only transfers through DTC (or a successor securities depository). In that event, 2015 Bond certificates will be printed and delivered to DTC.

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Prlntad...... by: lmageMast• 11(