MARICOPA MRA (EXECUTION VERSION).PDF

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Master Repurchase   
 
 
Agreement  
 
 
 
September 1996 Version 
 
 
Dated as of 
September ___, 2023 
 
 
Between: 
The Northern Trust Company 
 
 
and 
Maricopa County  
 
1. 
Applicability 
 
From time to time the parties hereto may enter into transactions in which one party ("Seller") 
agrees to transfer to the other ("Buyer") securities or other assets ("Securities") against the 
transfer of funds by Buyer, with a simultaneous agreement by Buyer to transfer to Seller such 
Securities at a date certain or on demand, against the transfer of funds by Seller.  Each such 
transaction shall be referred to herein as a "Transaction" and, unless otherwise agreed in 
writing, shall be governed by this Agreement, including any supplemental terms or conditions 
contained in Annex I hereto and in any other annexes identified herein or therein as applicable 
hereunder.  
 
2. 
Definitions 
 
(a) "Act of Insolvency", with respect to any party, (i) the commencement by such party as 
debtor of any case or proceeding under any bankruptcy, insolvency, reorganization, 
liquidation, moratorium, dissolution, delinquency or similar law, or such party seeking 
the appointment or election of a receiver, conservator, trustee, custodian or similar 
official for such party or any substantial part of its property, or the convening of any 
meeting of creditors for purposes of commencing any such case or proceeding or 
seeking such an appointment or election, (ii) the commencement of any such case or 
proceeding against such party, or another seeking such an appointment or election, or 
the filing against a party of an application for a protective decree under the provisions 
of the Securities Investor Protection Act of 1970, which (A) is consented to or not timely 
contested by such party, (B) results in the entry of an order for relief, such an 
appointment or election, the issuance of such a protective decree or the entry of an order 
having a similar effect, or (C) is not dismissed within 15 days, (iii) the making by such 
party of a general assignment for the benefit of creditors, or (iv) the admission in writing 
by such party of such party's inability to pay such party's debts as they become due; 
 
(b) "Additional Purchased Securities", Securities provided by Seller to Buyer pursuant to 
Paragraph 4 (a) hereof;

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(c) "Buyer's Margin Amount", with respect to any Transaction as of any date, the amount 
obtained by application of the Buyer's Margin Percentage to the Repurchase Price for 
such Transaction as of such date; 
 
(d) "Buyer's Margin Percentage", with respect to any Transaction as of any date, a 
percentage (which may be equal to the Seller's Margin Percentage) agreed to by Buyer 
and Seller or, in the absence of any such agreement, the percentage obtained by dividing 
the Market Value of the Purchased Securities on the Purchase Date by the Purchase 
Price on the Purchase Date for such Transaction; 
 
(e) "Confirmation", the meaning specified in Paragraph 3(b) hereof-, 
 
(f) "Income", with respect to any Security at any time, any principal thereof and all interest, 
dividends or other distributions thereon; 
 
(g) "Margin Deficit", the meaning specified in Paragraph 4(a) hereof; 
 
(h) "Margin Excess", the meaning specified in Paragraph 4(b) hereof; 
 
(i) 
"Margin Notice Deadline", the time agreed to by the parties in the relevant 
Confirmation, Annex I hereto or otherwise as the deadline for giving notice requiring 
same-day satisfaction of margin maintenance obligations as provided in Paragraph 4 
hereof (or, in the absence of any such agreement, the deadline for such purposes 
established in accordance with market practice); 
 
(j) 
"Market Value", with respect to any Securities as of any date, the price for such 
Securities on such date obtained from a generally recognized source agreed to by the 
parties or the most recent closing bid quotation from such a source, plus accrued Income 
to the extent not included therein (other than any Income credited or transferred to, or 
applied to the obligations of, Seller pursuant to Paragraph 5 hereof) as of such date 
(unless contrary to market practice for such Securities); 
 
(k) "Price Differential", with respect to any Transaction as of any date, the aggregate 
amount obtained by daily application of the Pricing Rate for such Transaction to the 
Purchase Price for such Transaction on a 360 day per year basis for the actual number 
of days during the period commencing on (and including) the Purchase Date for such 
Transaction and ending on (but excluding) the date of determination (reduced by any 
amount of such Price Differential previously paid by Seller to Buyer with respect to 
such Transaction); 
 
(1) "Pricing Rate", the per annum percentage rate for determination of the Price 
Differential; 
 
(m) "Prime Rate", the prime rate of U.S. commercial banks as published in The Wall Street 
Journal (or, if more than one such rate is published, the average of such rates); 
 
(n) "Purchase Date", the date on which Purchased Securities are to be transferred by Seller 
to Buyer; 
 
(o) "Purchase Price", (i) on the Purchase Date, the price at which Purchased Securities are 
transferred by Seller to Buyer, and (ii) thereafter, except where Buyer and Seller agree 
otherwise, such price increased by the amount of any cash transferred by Buyer to Seller

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pursuant to Paragraph 4(b) hereof and decreased by the amount of any cash transferred 
by Seller to Buyer pursuant to Paragraph 4(a) hereof or applied to reduce Seller's 
obligations under clause (ii) of Paragraph 5 hereof; 
 
(p) "Purchased Securities", the Securities transferred by Seller to Buyer in a Transaction 
hereunder, and any Securities substituted therefor in accordance with Paragraph 9 
hereof.  The term "Purchased Securities" with respect to any Transaction at any time 
also shall include Additional Purchased Securities delivered pursuant to Paragraph 4(a) 
hereof and shall exclude Securities returned pursuant to Paragraph 4(b) hereof; 
 
(q) "Repurchase Date", the date on which Seller is to repurchase the Purchased Securities 
from Buyer, including any date determined by application of the provisions of 
Paragraph 3(c) or 11 hereof-, 
 
(r) "Repurchase Price", the price at which Purchased Securities are to be transferred from 
Buyer to Seller upon termination of a Transaction, which will be determined in each 
case (including Transactions terminable upon demand) as the sum of the Purchase Price 
and the Price Differential as of the date of such determination; 
 
(s) "Seller's Margin Amount", with respect to any Transaction as of any date, the amount 
obtained by application of the Seller's Margin Percentage to the Repurchase Price for 
such Transaction as of such date; 
 
(t) 
"Seller's Margin Percentage", with respect to any Transaction as of any date, a 
percentage (which may be equal to the Buyer's Margin Percentage) agreed to by Buyer 
and Seller or, in the absence of any such agreement, the percentage obtained by dividing 
the Market Value of the Purchased Securities on the Purchase Date by the Purchase 
Price on the Purchase Date for such Transaction. 
 
 
3. 
Initiation; Confirmation; Termination 
 
(a) An agreement to enter into a Transaction may be made orally or in writing at the 
initiation of either Buyer or Seller.  On the Purchase Date for the Transaction, the 
Purchased Securities shall be transferred to Buyer or its agent against the transfer of the 
Purchase Price to an account of Seller. 
 
(b) Upon agreeing to enter into a Transaction hereunder, Buyer or Seller (or both), as shall 
be agreed, shall promptly deliver to the other party a written confirmation of each 
Transaction (a "Confirmation").  The Confirmation shall describe the Purchased 
Securities (including CUSIP number, if any), identify Buyer and Seller and set forth (i) 
the Purchase Date, (ii) the Purchase Price, (iii) the Repurchase Date, unless the 
Transaction is to be terminable on demand, (iv) the Pricing Rate or Repurchase Price 
applicable to the Transaction, and (v) any additional terms or conditions of the 
Transaction not inconsistent with this Agreement.  The Confirmation, together with this 
Agreement, shall constitute conclusive evidence of the terms agreed between Buyer and 
Seller with respect to the Transaction to which the Confirmation relates, unless with 
respect to the Confirmation specific objection is made promptly after receipt thereof.  In 
the event of any conflict between the terms of such Confirmation and this Agreement, 
this Agreement shall prevail.

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(c) In the case of Transactions terminable upon demand, such demand shall be made by 
Buyer or Seller, no later than such time as is customary in accordance with market 
practice, by telephone or otherwise on or prior to the business day on which such 
termination will be effective.  On the date specified in such demand, or on the date fixed 
for termination in the case of Transactions having a fixed term, termination of the 
Transaction will be effected by transfer to Seller or its agent of the Purchased Securities 
and any Income in respect thereof received by Buyer (and not previously credited or 
transferred to, or applied to the obligations of, Seller pursuant to Paragraph 5 hereof) 
against the transfer of the Repurchase Price to an account of Buyer. 
 
4. 
Margin Maintenance 
 
(a) If at any time the aggregate Market Value of all Purchased Securities subject to all 
Transactions in which a particular party hereto is acting as Buyer is less than the 
aggregate Buyer's Margin Amount for all such Transactions (a "Margin Deficit"), then 
Buyer may by notice to Seller require Seller in such Transactions, at Seller's option, to 
transfer to Buyer cash or additional Securities reasonably acceptable to Buyer 
("Additional Purchased Securities"), so that the cash and aggregate Market Value of the 
Purchased Securities, including any such Additional Purchased Securities, will 
thereupon equal or exceed such aggregate Buyer's Margin Amount (decreased by the 
amount of any Margin Deficit as of such date arising from any Transactions in which 
such Buyer is acting as Seller). 
 
(b) If at any time the aggregate Market Value of all Purchased Securities subject to all 
Transactions in which a particular party hereto is acting as Seller exceeds the aggregate 
Seller's Margin Amount for all such Transactions at such time (a "Margin Excess"), then 
Seller may by notice to Buyer require Buyer in such Transactions, at Buyer's option, to 
transfer cash or Purchased Securities to Seller, so that the aggregate Market Value of 
the Purchased Securities, after deduction of any such cash or any Purchased Securities 
so transferred, will thereupon not exceed such aggregate Seller's Margin Amount 
(increased by the amount of any Margin Excess as of such date arising from any 
Transactions in which such Seller is acting as Buyer). 
 
(c) If any notice is given by Buyer or Seller under subparagraph (a) or (b) of this Paragraph 
at or before the Margin Notice Deadline on any business day, the party receiving such 
notice shall transfer cash or Additional Purchased Securities as provided in such 
subparagraph no later than the close of business in the relevant market on such day.  If 
any such notice is given after the Margin Notice Deadline, the party receiving such 
notice shall transfer such cash or Securities no later than the close of business in the 
relevant market on the next business day following such notice. 
 
(d) Any cash transferred pursuant to this Paragraph shall be attributed to such Transactions 
as shall be agreed upon by Buyer and Seller. 
 
(e) Seller and Buyer may agree, with respect to any or all Transactions hereunder, that the 
respective rights of Buyer or Seller (or both) under subparagraphs (a) and (b) of this 
Paragraph may be exercised only where a Margin Deficit or Margin Excess, as the case 
may be, exceeds a specified dollar amount or a specified percentage of the Repurchase 
Prices for such Transactions (which amount or percentage shall be agreed to by Buyer 
and Seller prior to entering into any such Transactions) -

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(f) Seller and Buyer may agree, with respect to any or all Transactions hereunder, that the 
respective rights of Buyer and Seller under subparagraphs (a) and (b) of this Paragraph 
to require the elimination of a Margin Deficit or a Margin Excess, as the case may be, 
may be exercised whenever such a Margin Deficit or Margin Excess exists with respect 
to any single Transaction hereunder (calculated without regard to any other Transaction 
outstanding under this Agreement). 
 
5. 
Income Payments 
 
Seller shall be entitled to receive an amount equal to all Income paid or distributed on or in 
respect of the Securities that is not otherwise received by Seller, to the full extent it would be 
so entitled if the Securities had not been sold to Buyer.  Buyer shall, as the parties may agree 
with respect to any Transaction (or, in the absence of any such agreement, as Buyer shall 
reasonably determine in its discretion), on the date such Income is paid or distributed either 
(i) transfer to or credit to the account of Seller such Income with respect to any Purchased 
Securities subject to such Transaction or (ii) with respect to Income paid in cash, apply the 
Income payment or payments to reduce the amount, if any, to be transferred to Buyer by Seller 
upon termination of such Transaction.  Buyer shall not be obligated to take any action pursuant 
to the preceding sentence (A) to the extent that such action would result in the creation of a 
Margin Deficit, unless prior thereto or simultaneously therewith Seller transfers to Buyer cash 
or Additional Purchased Securities sufficient to eliminate such Margin Deficit, or (B) if an 
Event of Default with respect to Seller has occurred and is then continuing at the time such 
Income is paid or distributed. 
 
6. 
Security Interest 
 
Although the parties intend that all Transactions hereunder be sales and purchases and not 
loans, in the event any such Transactions are deemed to be loans, Seller shall be deemed to 
have pledged to Buyer as security for the performance by Seller of its obligations under each 
such Transaction, and shall be deemed to have granted to Buyer a security interest in, all of 
the Purchased Securities with respect to all Transactions hereunder and all Income thereon and 
other proceeds thereof. 
 
7. 
Payment and Transfer 
 
Unless otherwise mutually agreed, all transfers of funds hereunder shall be in immediately 
available funds.  All Securities transferred by one party hereto to the other party (i) shall be in 
suitable form for transfer or shall be accompanied by duly executed instruments of transfer or 
assignment in blank and such other documentation as the party receiving possession may 
reasonably request, (ii) shall be transferred on the book-entry system of a Federal Reserve 
Bank, or (iii) shall be transferred by any other method mutually acceptable to Seller and Buyer. 
 
8. 
Segregation of Purchased Securities 
 
To the extent required by applicable law, all Purchased Securities in the possession of Seller 
shall be segregated from other securities in its possession and shall be identified as subject to 
this Agreement.  Segregation may be accomplished by appropriate identification on the books 
and records of the holder, including a financial or securities intermediary or a clearing 
corporation.  All of Seller's interest in the Purchased Securities shall pass to Buyer on the 
Purchase Date and, unless otherwise agreed by Buyer and Seller, nothing in this Agreement 
shall preclude Buyer from engaging in repurchase transactions with the Purchased Securities 
or otherwise selling, transferring, pledging or hypothecating the Purchased Securities, but no

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such transaction shall relieve Buyer of its obligations to transfer Purchased Securities to Seller 
pursuant to Paragraph 3, 4 or 11 hereof, or of Buyer's obligation to credit or pay Income to, or 
apply Income to the obligations of, Seller pursuant to Paragraph 5 hereof. 
 
Required Disclosure for Transactions in Which the Seller Retains Custody of the 
Purchased Securities 
Seller is not permitted to substitute other securities for those subject to this Agreement and 
therefore must keep Buyer's securities segregated at all times, unless in this Agreement 
Buyer grants Seller the right to substitute other securities.  If Buyer grants the right to 
substitute, this means that Buyer's securities will likely be commingled with Seller's own 
securities during the trading day.  Buyer is advised that, during any trading day that Buyer's 
securities are commingled with Seller's securities, they [will]* [may]** be subject to liens 
granted by Seller to [its clearing bank] * [third parties] ** and may be used by Seller for 
deliveries on other securities transactions.  Whenever the securities are commingled, 
Seller's ability to resegregate substitute securities for Buyer will be subject to Seller's 
ability to satisfy [the clearing] * [any] ** lien or to obtain substitute securities. 
 
* Language to be used under 17 C.F.R. §403.4(e) if Seller is a government securities broker 
or dealer other than a financial institution. 
** Language to be used under 17 C.F.R. §403.5(d) if Seller is a financial institution. 
 
9. 
Substitution 
 
(a) 
Seller may, subject to agreement with and acceptance by Buyer, substitute other 
Securities for any Purchased Securities.  Such substitution shall be made by transfer 
to Buyer of such other Securities and transfer to Seller of such Purchased Securities.  
After substitution, the substituted Securities shall be deemed to be Purchased 
Securities. 
 
(b) 
In Transactions in which Seller retains custody of Purchased Securities, the parties 
expressly agree that Buyer shall be deemed, for purposes of subparagraph (a) of this 
Paragraph, to have agreed to and accepted in this Agreement substitution by Seller of 
other Securities for Purchased Securities; provided, however, that such other 
Securities shall have a Market Value at least equal to the Market Value of the 
Purchased Securities for which they are substituted. 
 
10. 
Representations 
 
Each of Buyer and Seller represents and warrants to the other that (i) it is duly authorized to 
execute and deliver this Agreement, to enter into Transactions contemplated hereunder and 
to perform its obligations hereunder and has taken all necessary action to authorize such 
execution, delivery and performance, (ii) it will engage in such Transactions as principal (or, 
if agreed in writing, in the form of an annex hereto or otherwise, in advance of any 
Transaction by the other party hereto, as agent for a disclosed principal), (iii) the person 
signing this Agreement on its behalf is duly authorized to do so on its behalf (or on behalf 
of any such disclosed principal), (iv) it has obtained all authorizations of any governmental 
body required in connection with this Agreement and the Transactions hereunder and such 
authorizations are in full force and effect and (v) the execution, delivery and performance of 
this Agreement and the Transactions hereunder will not violate any law, ordinance, charter, 
bylaw or rule applicable to it or any agreement by which it is bound or by which any of its 
assets are affected.  On the Purchase Date for any Transaction Buyer and Seller shall each 
be deemed to repeat all the foregoing representations made by it.

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11. 
Events of Default 
 
In the event that (i) Seller fails to transfer or Buyer fails to purchase Purchased Securities 
upon the applicable Purchase Date, (ii) Seller fails to repurchase or Buyer fails to transfer 
Purchased Securities upon the applicable Repurchase Date, (iii) Seller or Buyer fails to 
comply with Paragraph 4 hereof, (iv) Buyer fails, after one business day's notice, to comply 
with Paragraph 5 hereof, (v) an Act of Insolvency occurs with respect to Seller or Buyer, (vi) 
any representation made by Seller or Buyer shall have been incorrect or untrue in any 
material respect when made or repeated or deemed to have been made or repeated, or (vii) 
Seller or Buyer shall admit to the other its inability to, or its intention not to, perform any of 
its obligations hereunder (each an "Event of Default"): 
 
(a) The nondefaulting party may, at its option (which option shall be deemed to have been 
exercised immediately upon the occurrence of an Act of Insolvency), declare an Event 
of Default to have occurred hereunder and, upon the exercise or deemed exercise of 
such option, the Repurchase Date for each Transaction hereunder shall, if it has not 
already occurred, be deemed immediately to occur (except that, in the event that the 
Purchase Date for any Transaction has not yet occurred as of the date of such exercise 
or deemed exercise, such Transaction shall be deemed immediately canceled).  The 
nondefaulting party shall (except upon the occurrence of an Act of Insolvency) give 
notice to the defaulting party of the exercise of such option as promptly as practicable. 
 
(b) In all Transactions in which the defaulting party is acting as Seller, if the nondefaulting 
party exercises or is deemed to have exercised the option referred to in subparagraph 
(a) of this Paragraph, (i) the defaulting party's obligations in such Transactions to 
repurchase all Purchased Securities, at the Repurchase Price therefor on the Repurchase 
Date determined in accordance with subparagraph (a) of this Paragraph, shall thereupon 
become immediately due and payable, (ii) all Income paid after such exercise or deemed 
exercise shall be retained by the nondefaulting party and applied to the aggregate unpaid 
Repurchase Prices and any other amounts owing by the defaulting party hereunder, and 
(iii) the defaulting party shall immediately deliver to the nondefaulting party any 
Purchased Securities subject to such Transactions then in the defaulting party's 
possession or control. 
 
(c) In all Transactions in which the defaulting party is acting as Buyer, upon tender by the 
nondefaulting party of payment of the aggregate Repurchase Prices for all such 
Transactions, all right, title and interest in and entitlement to all Purchased Securities 
subject to such Transactions shall be deemed transferred to the nondefaulting party, and 
the defaulting party shall deliver all such Purchased Securities to the nondefaulting 
party. 
 
(d) If the nondefaulting party exercises or is deemed to have exercised the option referred 
to in subparagraph (a) of this Paragraph, the nondefaulting party, without prior notice 
to the defaulting party, may: 
 
(i) 
as to Transactions in which the defaulting party is acting as Seller, (A) 
immediately sell, in a recognized market (or otherwise in a commercially 
reasonable manner) at such price or prices as the nondefaulting party may 
reasonably deem satisfactory, any or all Purchased Securities subject to such 
Transactions and apply the proceeds thereof to the aggregate unpaid Repurchase 
Prices and any other amounts owing by the defaulting party hereunder or (B) in

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its sole discretion elect, in lieu of selling all or a portion of such Purchased 
Securities, to give the defaulting party credit for such Purchased Securities in an 
amount equal to the price therefor on such date, obtained from a generally 
recognized source or the most recent closing bid quotation from such a source, 
against the aggregate unpaid Repurchase Prices and any other amounts owing by 
the defaulting party hereunder; and 
 
(ii) 
as to Transactions in which the defaulting party is acting as Buyer, (A) 
immediately purchase, in a recognized market (or otherwise in a commercially 
reasonable manner) at such price or prices as the nondefaulting party may 
reasonably deem satisfactory, securities ("Replacement Securities") of the same 
class and amount as any Purchased Securities that are not delivered by the 
defaulting party to the nondefaulting party as required hereunder or (B) in its sole 
discretion elect, in lieu of purchasing Replacement Securities, to be deemed to 
have purchased Replacement Securities at the price therefor on such date, 
obtained from a generally recognized source or the most recent closing offer 
quotation from such a source. 
 
Unless otherwise provided in Annex 1, the parties acknowledge and agree that (1) the 
Securities subject to any Transaction hereunder are instruments traded in a recognized 
market, (2) in the absence of a generally recognized source for prices or bid or offer 
quotations for any Security, the nondefaulting party may establish the source therefor 
in its sole discretion and (3) all prices, bids and offers shall be determined together with 
accrued Income (except to the extent contrary to market practice with respect to the 
relevant Securities) - 
 
(e) As to Transactions in which the defaulting party is acting as Buyer, the defaulting party 
shall be liable to the nondefaulting party for any excess of the price paid (or deemed 
paid) by the nondefaulting party for Replacement Securities over the Repurchase Price 
for the Purchased Securities replaced thereby and for any amounts payable by the 
defaulting party under Paragraph 5 hereof or otherwise hereunder. 
 
(f) For purposes of this Paragraph 11, the Repurchase Price for each Transaction hereunder 
in respect of which the defaulting party is acting as Buyer shall not increase above the 
amount of such Repurchase Price for such Transaction determined as of the date of the 
exercise or deemed exercise by the nondefaulting party of the option referred to in 
subparagraph (a) of this Paragraph. 
 
(g) The defaulting party shall be liable to the nondefaulting party for (i) the amount of all 
reasonable legal or other expenses incurred by the nondefaulting party in connection 
with or as a result of an Event of Default, (ii) damages in an amount equal to the cost 
(including all fees, expenses and commissions) of entering into replacement 
transactions and entering into or terminating hedge transactions in connection with or 
as a result of an Event of Default, and (iii) any other loss, damage, cost or expense 
directly arising or resulting from the occurrence of an Event of Default in respect of a 
Transaction. 
 
(h) To the extent permitted by applicable law, the defaulting party shall be liable to the 
nondefaulting party for interest on any amounts owing by the defaulting party 
hereunder, from the date the defaulting party becomes liable for such amounts hereunder 
until such amounts are (i) paid in full by the defaulting party or (ii) satisfied in full by 
the exercise of the nondefaulting party's rights hereunder.  Interest on any sum payable

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by the defaulting party to the nondefaulting party under this Paragraph 11(h) shall be at 
a rate equal to the greater of the Pricing Rate for the relevant Transaction or the Prime 
Rate. 
 
(i) 
The nondefaulting party shall have, in addition to its rights hereunder, any rights 
otherwise available to it under any other agreement or applicable law. 
 
12. 
Single Agreement 
 
Buyer and Seller acknowledge that, and have entered hereinto and will enter into each 
Transaction hereunder in consideration of and in reliance upon the fact that, all Transactions 
hereunder constitute a single business and contractual relationship and have been made in 
consideration of each other.  Accordingly, each of Buyer and Seller agrees (i) to perform all 
of its obligations in respect of each Transaction hereunder, and that a default in the 
performance of any such obligations shall constitute a default by it in respect of all 
Transactions hereunder, (ii) that each of them shall be entitled to set off claims and apply 
property held by them in respect of any Transaction against obligations owing to them in 
respect of any other Transactions hereunder and (iii) that payments, deliveries and other 
transfers made by either of them in respect of any Transaction shall be deemed to have been 
made in consideration of payments, deliveries and other transfers in respect of any other 
Transactions hereunder, and the obligations to make any such payments, deliveries and other 
transfers may be applied against each other and netted. 
 
13. 
Notices and Other Communications 
 
Any and all notices, statements, demands or other communications hereunder may be given 
by a party to the other by mail, facsimile, telegraph, messenger or otherwise to the address 
specified in Annex II hereto, or so sent to such party at any other place specified in a notice 
of change of address hereafter received by the other.  All notices, demands and requests 
hereunder may be made orally, to be confirmed promptly in writing, or by other 
communication as specified in the preceding sentence. 
 
14. 
Entire Agreement; Severability 
 
This Agreement shall supersede any existing agreements between the parties containing 
general terms and conditions for repurchase transactions.  Each provision and agreement 
herein shall be treated as separate and independent from any other provision or agreement 
herein and shall be enforceable notwithstanding the unenforceability of any such other 
provision or agreement. 
 
15. 
Non-assignability; Termination 
 
(a) The rights and obligations of the parties under this Agreement and under any 
Transaction shall not be assigned by either party without the prior written consent of 
the other party, and any such assignment without the prior written consent of the other 
party shall be null and void.  Subject to the foregoing, this Agreement and any 
Transactions shall be binding upon and shall inure to the benefit of the parties and their 
respective successors and assigns.  This Agreement may be terminated by either party 
upon giving written notice to the other, except that this Agreement shall, 
notwithstanding such notice, remain applicable to any Transactions then outstanding.

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(b) Subparagraph (a) of this Paragraph 15 shall not preclude a party from assigning, 
charging or otherwise dealing with all or any part of its interest in any sum payable to 
it under Paragraph I 1 hereof. 
 
16. 
Governing Law 
 
This Agreement shall be governed by the laws of the State of New York without giving 
effect to the conflict of law principles thereof. 
 
17. 
No Waivers, Etc. 
 
No express or implied waiver of any Event of Default by either party shall constitute a waiver 
of any other Event of Default and no exercise of any remedy hereunder by any party shall 
constitute a waiver of its right to exercise any other remedy hereunder.  No modification or 
waiver of any provision of this Agreement and no consent by any party to a departure 
herefrom shall be effective unless and until such shall be in writing and duly executed by 
both of the parties hereto.  Without limitation on any of the foregoing, the failure to give a 
notice pursuant to Paragraph 4 (a) or 4 (b) hereof will not constitute a waiver of any right to 
do so at a later date. 
 
18. 
Use of Employee Plan Assets 
 
(a) If assets of an employee benefit plan subject to any provision of the Employee 
Retirement Income Security Act of 1974 ("ERISA”) are intended to be used by either 
party hereto (the "Plan Party") in a Transaction, the Plan Party shall so notify the other 
party prior to the Transaction.  The Plan Party shall represent in writing to the other 
party that the Transaction does not constitute a prohibited transaction under ERISA or 
is otherwise exempt therefrom, and the other party may proceed in reliance thereon but 
shall not be required so to proceed. 
 
(b) 
Subject to the last sentence of subparagraph (a) of this Paragraph, any such Transaction 
shall proceed only if Seller furnishes or has furnished to Buyer its most recent available 
audited statement of its financial condition and its most recent subsequent unaudited 
statement of its financial condition. 
 
(c) 
By entering into a Transaction pursuant to this Paragraph, Seller shall be deemed (i) to 
represent to Buyer that since the date of Seller's latest such financial statements, there 
has been no material adverse change in Seller's financial condition which Seller has not 
disclosed to Buyer, and (ii) to agree to provide Buyer with future audited and unaudited 
statements of its financial condition as they are issued, so long as it is a Seller in any 
outstanding Transaction involving a Plan Party. 
 
19.  Intent 
 
(a) 
The parties recognize that each Transaction is a "repurchase agreement" as that term is 
defined in Section 101 of Title 11 of the United States Code, as amended (except insofar 
as the type of Securities subject to such Transaction or the term of such Transaction 
would render such definition inapplicable), and a "securities contract" as that term is 
defined in Section 741 of Title 11 of the United States Code, as amended (except insofar 
as the type of assets subject to such Transaction would render such definition 
inapplicable).

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(b) 
It is understood that either party's right to liquidate Securities delivered to it in 
connection with Transactions hereunder or to exercise any other remedies pursuant to 
Paragraph 11 hereof is a contractual right to liquidate such Transaction as described in 
Sections 555 and 559 of Title 11 of the United States Code, as amended. 
 
(c) 
The parties agree and acknowledge that if a party hereto is an "insured depository 
institution," as such term is defined in the Federal Deposit Insurance Act, as amended 
(“FDIA”), then each Transaction hereunder is a "qualified financial contract," as that 
term is defined in FDIA and any rules, orders or policy statements thereunder (except 
insofar as the type of assets subject to such Transaction would render such definition 
inapplicable). 
 
(d) 
It is understood that this Agreement constitutes a "netting contract" as defined in and 
subject to Title IV of the Federal Deposit Insurance Corporation Improvement Act of 
1991 (“FDICIA”) and each payment entitlement and payment obligation under any 
Transaction hereunder shall constitute a "covered contractual payment entitlement" or 
“covered contractual payment obligation”, respectively, as defined in and subject to 
FDICIA (except insofar as one or both of the parties is not a "financial institution" as 
that term is defined in FDICIA). 
 
20. Disclosure Relating to Certain Federal Protections  
 
 
The parties acknowledge that they have been advised that: 
 
(a) 
in the case of Transactions in which one of the parties is a broker or dealer registered 
with the Securities and Exchange Commission ("SEC") under Section 15 of the 
Securities Exchange Act of 1934 (“1934 Act”), the Securities Investor Protection 
Corporation has taken the position that the provisions of the Securities Investor 
Protection Act of 1970 (“SIPA”) do not protect the other party with respect to any 
Transaction hereunder; 
 
(b) 
in the case of Transactions in which one of the parties is a government securities 
broker or a government securities dealer registered with the SEC under Section 15C 
of the 1934 Act, SIPA will not provide protection to the other party with respect to 
any Transaction hereunder; and 
 
(c) in the case of Transactions in which one of the parties is a financial institution, funds 
held by the financial institution pursuant to a Transaction hereunder are not a deposit 
and therefore are not insured by the Federal Deposit Insurance Corporation or the 
National Credit Union Share Insurance Fund, as applicable. 
 
 
SIGNATURE PAGE TO FOLLOW

Execution Version 
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NTAC:3NS-20 
 
 
 
THE NORTHERN TRUST COMPANY 
 
MARICOPA 
COUNTY, 
SPONSORED 
MEMBER 
 
 
 
By:________________________________ 
 
 
 
 
By:________________________________ 
Name: __Ryan Barrett_________________ 
 
Title: 
__Senior Vice President_________ 
 
Name: Clint Hickman 
 
Title: Chairman, Board of Supervisors 
Date: 
____________________________ 
 
Date: ______________________________ 
 
 
ATTEST 
 
 
 
___________________________ 
Juanita Garza 
 
Date___________________ 
Clerk of the Board of Supervisors 
 
 
LEGAL REVIEW 
Approved as to form and within the 
powers and authority granted under the 
laws of the State of Arizona to Maricopa 
County 
 
 
 
___________________________ 
Deputy County Attorney 
Date___________________

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NTAC:3NS-20 
ANNEX I 
SUPPLEMENTAL TERMS AND CONDITIONS 
 
Dated as of September ___, 2023 
 
This Annex I supplements and forms a part of the Master Repurchase Agreement (as amended and 
supplemented by the applicable Annexes and in effect from time to time, the “Agreement”) dated as of on 
or about the date hereof between The Northern Trust Company (“Northern Trust”) and Maricopa County 
(“Counterparty”).  Capitalized terms used but not defined in this Annex I shall have the meanings ascribed 
to them in the Agreement. 
 
1. Other Applicable Annexes.  In addition to this Annex I and Annex II (Names and Addresses for 
Communications Between Parties), the following Annexes and any Schedules thereto shall form a part 
of this Agreement and shall be applicable thereunder: 
 
 
Schedule B – Collateral Schedule 
 
2. Definitions. 
 
For purposes of this Agreement, for any Transaction in which Counterparty is acting as Buyer, 
“Purchased Securities” and “Additional Purchased Securities” shall consist only of US Treasury and 
Agency Securities unless otherwise agreed to in writing by the parties. 
 
 
“Agency Securities” shall mean U.S. Dollar-denominated, non-amortizing, senior debt securities in 
book-entry form issued by any of the Federal Farm Credit Banks (“FFCB), Federal Home Loan Banks 
(including their consolidated obligations issued through the Office of Finance of the Federal Home 
Loan Bank System) (“FHLB”), Federal Home Loan Mortgage Corporation (“FHLMC”), Federal 
National Mortgage Association (“FNMA”), or Government National Mortgage Association 
(“GNMA”).  
 
“Business Day” or “business day” shall mean, for all purposes under the Agreement, each annex 
thereto (including this Annex I), each related Confirmation and each Transaction hereunder, a day on 
which regular trading may occur in the principal market for the Purchased Securities subject to such 
Transaction, provided that in no event shall a Saturday or Sunday be considered a Business Day. 
 
 
“Custody Agreement” shall mean the Custody Agreement between Counterparty and Northern Trust 
as custodian, dated as of September 1, 2017, as amended or otherwise modified and in effect from time 
to time in accordance with the terms thereof. 
  
 
“FICC” shall mean the Government Securities Division of the Fixed Income Clearing Corporation. 
 
 
“FICC Agreements” shall mean, collectively, the Sponsored Membership Agreement, the 
Reimbursement and Security Agreement, the Agreement, the Guaranty, any other Transaction 
Document (as defined in the Reimbursement and Security Agreement) and any other document or 
agreement executed and/or delivered in connection with the foregoing. 
 
 
“FICC Rules” shall mean the Government Securities Division Rulebook of FICC (and any procedures 
and notices) in the Rulebook applicable to a Sponsoring Member, a Sponsored Member or a Sponsored 
Member Trade (as each such term is defined therein), as in effect from time to time.

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NTAC:3NS-20 
 
“Guaranty” shall mean a guaranty issued by Northern Trust in favor of FICC of the full payment and 
performance by Counterparty of its obligations to FICC under or in respect of the Sponsored Member 
Trades.  
 
 
“Reimbursement and Security Agreement” shall mean the Reimbursement and Security Agreement 
between Counterparty and Northern Trust, dated as of the date hereof, as amended or otherwise 
modified and in effect from time to time in accordance with the terms thereof. 
 
 
“Sponsored Member” shall mean Counterparty in its capacity as a “Sponsored Member” (as such term 
is defined in the FICC Rules) of both FICC and the Sponsoring Member. 
 
 
“Sponsored Membership Agreement” means the Sponsored Membership Agreement dated on or about 
the date hereof among Northern Trust as “Sponsoring Member”, Counterparty as “Sponsored Member,” 
and FICC, as amended and in effect from time to time. 
 
 
“Sponsoring Member” shall mean Northern Trust in its capacity as the “Sponsoring Member” (as such 
term is defined in the FICC Rules) of the Sponsored Member. 
 
 
“US Treasuries” shall mean U.S. Dollar-denominated senior debt securities of the United States of 
America issued by the U.S. Treasury Department and backed by the full faith and credit of the United 
States of America, including securities that represent either interest components or principal 
components stripped from underlying US treasury obligations (Treasury Strips).   
All references to time in the Agreement (including this Annex I) shall mean the time in effect on that 
day in New York, New York. 
3. Transactions as Principals.  Each of the parties shall enter into Transactions under the Agreement 
only as principal, and not as agent for any other person or entity. 
 
4. Margin Notice Deadline.  For purposes of the Agreement and this Annex I, “Margin Notice Deadline” 
means 10:00 a.m. New York time. 
 
5. Segregation, etc.  Where Northern Trust is the Buyer, the provisions of Paragraph 8 are hereby 
supplemented by adding the following further provisions therein after the last sentence thereof: 
 
“Except as provided above in this Paragraph 8, Buyer is hereby authorized to commingle 
any or all Purchased Securities and cash collateral with its general assets, without any 
obligation to segregate the same. Buyer's obligation to redeliver Purchased Securities to 
Seller pursuant to the terms hereof shall in all cases be satisfied by delivery of Securities 
which are in all respects equivalent to the Purchased Securities previously delivered to 
Buyer which are required to be delivered to Seller pursuant to the terms of the Agreement.” 
 
6. Substitutions.  The following two subparagraphs shall be added as subparagraphs (c) and (d) to 
Paragraph 9 of the Agreement: 
 
c. In the case of any Transaction for which the Repurchase Date is other than the Business Day 
immediately following the Purchase Date and with respect to which Seller does not have any existing 
right to substitute substantially the same Securities for the Purchased Securities, Seller shall have the 
right, subject to the proviso to this sentence, upon notice to Buyer, which notice shall be given at or 
prior to 10:00 a.m. (New York time) on such Business Day, to substitute substantially the same 
Securities for any Purchased Securities; provided, however, that Buyer may elect, by the close of

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NTAC:3NS-20 
business on the Business Day notice is received, or by the close of the next Business Day if notice is 
given after 10:00 a.m. (New York time) on such day, not to accept such substitution. If the substitution 
is accepted by Buyer, the substitution shall be made by Seller’s transfer to Buyer of the other Securities 
and Buyer’s transfer to Seller of the Purchased Securities.  After substitution, the substituted Securities 
shall be Purchased Securities. If Buyer elects not to accept the substitution, Buyer shall offer Seller the 
right to terminate the Transaction. 
 
d. If Seller exercises its right to substitute or terminate under subparagraph (c), Seller shall be obligated 
to pay to Buyer, by the close of the Business Day of the substitution or termination, as the case may be, 
an amount equal to (A) Buyer’s actual cost (including all fees, expenses and commissions) of (i) 
entering into replacement transactions; (ii) entering into or terminating hedge transactions; or (iii) 
terminating transactions or substituting securities in like transactions with third parties in connection 
with or as a result of the substitution or termination, and (B) to the extent Buyer determines not to enter 
into replacement transactions, the loss incurred by Buyer directly arising or resulting from the 
substitution or termination. The foregoing amounts shall be solely determined and calculated by Buyer 
in good faith. 
 
7. Additional Events of Default; Remedies.   
 
a. The occurrence of an “Additional Event of Default” by Counterparty as described below shall 
constitute an Event of Default by Counterparty under this Agreement.  If the Additional Event of 
Default occurs, Northern Trust shall have the right to cancel and unwind any Transaction under this 
Agreement that has not been submitted and novated to FICC pursuant to paragraph 10 of this Annex, 
as contemplated by paragraph 10 of this Annex. 
 
b. (i)  Each of the following shall be an “Additional Event of Default”:  (1) Counterparty shall breach 
or fail to timely and fully perform any of its obligations under the FICC Rules as a Sponsored 
Member, under any FICC Agreement, or under any Sponsored Member Trade; (2) any 
representation or warranty made by Counterparty in any FICC Agreement proves untrue or incorrect 
in any material respect as of the date of the issuance or making or deemed making thereof; (3) FICC 
suspends, places limitations on or ceases to act for Counterparty as Sponsored Member pursuant to 
Section 13 of Rule 3A of the FICC Rules; or (4) Counterparty is no longer eligible to be a Sponsored 
Member 
pursuant 
to 
Section 
3(a)(ii) 
of 
Rule 
3A 
of 
the 
FICC 
Rules.  
 
(ii)  Upon the occurrence of an Additional Event of Default, Northern Trust may, at its option, 
exercise any one or more of the following rights and remedies: (1) cancel and unwind any bilateral 
Transactions in the process of being submitted to FICC, (2) complete any Sponsored Member Trade, 
the data for which has been submitted to FICC, (3) terminate this Agreement, (4) terminate the 
Sponsored Membership Agreement in accordance with terms thereof and Northern Trust’s role as 
Sponsoring Member for Counterparty (including, without limitation, by delivering a termination 
notice with respect to Counterparty pursuant to Section 2(i) of Rule 3A of the FICC Rules), (5) 
exercise its rights and remedies under any of the FICC Agreements, including its rights as a secured 
party with respect to the Collateral (as defined in the Reimbursement and Security Agreement) 
under the Uniform Commercial Code of the State of Illinois and under applicable law, in each case, 
as then in effect including, without limitation, selling or otherwise disposing of, realizing, setting 
off or applying the Collateral to satisfy Counterparty’s obligations hereunder, (6) in order that 
Northern Trust may satisfy its obligations to FICC under the Guaranty, with respect to the payment 
or performance in respect of Counterparty with respect to any Sponsored Member Trade of 
Counterparty, (A) immediately purchase replacement securities of the same class and amount as 
any relevant securities that are not delivered by Counterparty to FICC as required in respect of a 
novated Sponsored Member Trade, (B) in its sole discretion elect, in lieu of purchasing such

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NTAC:3NS-20 
replacement securities, to be deemed to have purchased replacement securities at the price therefor 
on such date, obtained from a generally recognized source or the most recent closing offer quotation 
from such a source, or (C) enter into any hedging, borrowing, reverse repurchase or other 
arrangements as Northern Trust may determine,, and (7) terminate the Sponsored Member Trades 
in accordance with Section 18 of Rule 3A of the FICC Rules.  All purchases or sales pursuant to 
this Section may be effected by Northern Trust in any commercially reasonable manner that it deems 
appropriate, including in public or private transactions.  A prior demand of any kind from Northern 
Trust or prior notice from Northern Trust or the failure to previously enforce any provision of this 
Annex shall not be considered a waiver of Northern Trust’s right to take any action as described 
herein without notice or demand. Counterparty shall be liable for the payment of any remaining 
obligations to Northern Trust after any such action is taken, together with interest thereon and all 
costs relating to liquidation and collection (including reasonable attorneys’ fees and expenses).  The 
rights of Northern Trust provided in this Section shall be in addition to any other right or remedy 
available to Northern Trust at law, by statute or in equity or under any other applicable law, 
including the right of setoff.   
 
8. Financial Condition. 
 
a. Counterparty shall provide financial information to Northern Trust in accordance with the terms 
and conditions set out in the applicable FICC Agreements. 
 
b. Counterparty represents and warrants that any financial statements or information so delivered 
fairly reflect its financial condition and, if applicable, its net capital ratio, on the date as of which 
such financial statements or information were prepared. 
 
9. Initiation of Transactions.  Neither Northern Trust nor Counterparty is obligated to accept any offer 
or request by the other party to enter into any Transaction hereunder. Either party may at any time, 
in its sole discretion, decline to enter into any Transaction with the other party.  
 
10. FICC Modifications.  The provisions of this Section 10 shall only be applicable to Transactions 
novated to FICC. 
 
a. Submission of Transactions to FICC.  Counterparty hereby authorizes and instructs Northern Trust 
to submit Transactions to FICC for novation and clearing in accordance with the FICC Rules (each 
Transaction under this Agreement submitted to, and accepted by, FICC for novation and clearing is 
referred to as a “Sponsored Member Trade”).   Northern Trust shall submit the Confirmation details 
for each Transaction to FICC for novation and clearing as a Sponsored Member Trade in accordance 
with the FICC Rules.  
  
b. Modification to Paragraph 3 of the Agreement (FICC Clearing). The confirmation obligations 
contained in Paragraph 3 (Initiation; Confirmation; Termination) shall be satisfied by the 
mechanism and procedures adopted by FICC for the comparison and clearance of repurchase 
transactions. 
 
c. Deliveries. All communications, payments and deliveries of Purchased Securities relating to 
Transactions shall be effected within the timeframes set out in the FICC Rules or as otherwise 
agreed by Northern Trust and Counterparty. 
 
d. Effect of Novation and No Guaranty. The novation of a Transaction to FICC shall result in (i) the 
termination of deliver, receive and related payment obligations between Northern Trust and 
Counterparty in respect of the Transaction and replacement of the obligations with identical

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NTAC:3NS-20 
obligations between Counterparty and FICC in accordance with the FICC Rules, (ii) the release and 
discharge of Northern Trust and Counterparty from further obligations to each other hereunder with 
respect to the Transaction and (iii) the cancellation of Northern Trust’s and Counterparty’s 
respective rights against each other hereunder with respect to the Transaction.  Even though 
Northern Trust acts as Sponsoring Member and processing agent for Counterparty, Counterparty 
shall be principally liable with respect to each and every Sponsored Member Trade and for any 
obligations of Counterparty arising in connection with any Sponsored Member Trades or otherwise 
to the extent relating to and arising as a result of Counterparty being a Sponsored Member of FICC.  
Counterparty agrees to satisfy any and all payment or delivery obligations owed by Counterparty, 
as Sponsored Member, to FICC pursuant to the Sponsored Membership Agreement, the FICC Rules 
or a Sponsored Member Trade.  Northern Trust does not guarantee payment or performance by 
FICC and shall not be liable for any amounts or obligations owed by FICC to Counterparty, as 
Sponsored Member, that are not paid or otherwise not satisfied by FICC. 
 
e. Transactions Not Submitted or Accepted for Clearing. If the parties agree not to submit a 
Transaction to FICC for novation and clearing or a Transaction that has been submitted to FICC is 
not accepted by FICC for novation and clearing, the Transaction shall be subject to the provisions 
of Section 11 of this Annex I. 
 
f. Additional Covenants.  Counterparty agrees and warrants that (a) Counterparty shall at all times 
comply with the FICC Rules applicable to Sponsored Members; including but not limited to 
providing Northern Trust with Counterparty’s Legal Entity Identifier Number; (b) upon receipt of 
any notice or report by Counterparty from FICC or the provision of any notice to FICC by 
Counterparty, Counterparty shall promptly deliver a copy of the notice to Northern Trust; (c) if 
Counterparty becomes aware that for any reason Counterparty is no longer eligible to be a 
Sponsored Member pursuant to Section 3(a)(ii) of Rule 3A of the FICC Rules, Counterparty shall 
immediately so notify FICC and Northern Trust in writing; (d) Counterparty shall at all times 
comply in all respects with the terms of the Reimbursement and Security Agreement and the 
Sponsored Membership Agreement; and (e) if FICC ceases to act for Counterparty and, pursuant to 
Section 2(b) of Rule 22A of the FICC Rules, the close-out of all Final Net Settlement Positions with 
respect to Counterparty's outstanding Sponsored Member Trades result in an amount of profit to 
FICC to be credited to Counterparty in securities or cash funds, the securities or cash funds shall be 
credited to a Counterparty securities account or deposit account at Northern Trust or one of its 
affiliates and that Counterparty shall not cause the delivery out of the securities or the withdrawal 
of the cash funds from the account until all obligations due to Northern Trust under any FICC 
Agreement have been paid in full. 
 
11. Bilateral Transactions.  If the parties hereto agree not to submit a Transaction to FICC for novation 
and clearing or a Transaction submitted to FICC is not accepted by FICC for novation and clearing, 
then, unless otherwise agreed by the parties, Northern Trust and Counterparty shall continue to perform 
their respective obligations under the Agreement with respect to the Transaction in accordance with the 
terms of the Transaction.  In that case, each of Northern Trust and Counterparty shall continue to 
perform with respect to the Transaction under this Agreement subject to, and in accordance with, the 
terms of the Transaction, including its agreed upon term and payment and delivery obligations.   
 
12. Limitation of Liability.  Subject to Paragraph 11(g) of the Agreement, no party shall be required to 
pay or be liable to the other party for any consequential, indirect, or punitive damages, opportunity 
costs, or lost profits (whether or not arising from its negligence).  In addition, Northern Trust shall have 
no responsibility or liability to Counterparty hereunder:

Execution Version 
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NTAC:3NS-20 
a. In connection with the performance or non-performance by FICC or any third party including other 
Netting Member (as such term is defined in the FICC Rules), sub-custodian and technology services 
provider, of its obligations in respect of any Sponsored Member Trade or any property of 
Counterparty, Northern Trust having no liability for the insolvency, other acts or omissions of FICC 
or such third parties;  
 
b. In connection with any failure by Counterparty to provide data to Northern Trust for submission to 
FICC with respect to any Sponsored Member Trade within the timeframes, deadlines and using the 
links, formats and informational requirements established by FICC except where the failure is the 
direct result of the negligence, bad faith or willful misconduct of Northern Trust acting as 
Sponsoring Member for Counterparty or in connection with any erroneous data provided by 
Counterparty; 
 
c. As a result of FICC suspending or ceasing to act for Northern Trust or Counterparty pursuant to 
the FICC Rules; 
 
d. As a result of any delay in the performance or non-performance of any of Northern Trust’s 
obligations hereunder or the FICC Rules directly or indirectly caused by the occurrence of any 
operational contingency beyond the reasonable control of Northern Trust including, but not limited 
to, the delays in the submission of orders due to breakdowns or failures of transmission or 
communication facilities, it being understood that Northern Trust shall be excused from 
performance of its obligations hereunder or the FICC Rules for such period of time as is reasonably 
necessary after such occurrence to remedy the effects therefrom, so long as Northern Trust uses 
reasonable efforts to resume performance as promptly as practical under the circumstances; 
 
e. For any Loss (as defined below) resulting from any governmental action, law, or FICC Rule, which 
prevent the orderly execution of Sponsored Member Trades or affect the value of property; 
 
f. For any other Loss incurred by Counterparty arising out of this Agreement or the FICC Rules, 
except those Losses directly arising out of the negligence, bad faith or willful misconduct of 
Northern Trust. 
 
For purposes of this Agreement, “Loss” means: with respect to the party incurring the Loss, any 
loss, claim, damage, expense, liabilities, penalties, taxes, judgments, fines, fees, costs, and 
proceedings, including, without limitation, the cost of any investigation or preparation, regardless 
of whether any underlying dispute or proceeding involves the party incurring the Loss or not, 
including reasonable attorneys’ and accountants’ fees and expenses.   
 
13. Conflicts.  In the event of any inconsistency between the provisions of this Annex and the provisions 
of the Agreement, the provisions of this Annex shall prevail. 
 
14. Condition to Transfer: No Event of Default. Each of Paragraph 4(a) and 4(b) of the Agreement is 
amended by adding the following sentence at the end of the paragraph: 
With respect to any and all Transactions hereunder, the right of a party under this Paragraph 
to require the transfer of cash or Securities may be exercised only if no Event of Default, 
or event or circumstance which with notice or lapse of time or both would constitute an 
Event of Default in respect of the party exercising the right, has occurred and is then 
continuing.

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NTAC:3NS-20 
15. Cross Default.  Upon the insolvency of or the default by one party (the “Defaulting Party”) under any 
transaction or agreement with the other party or, in the case where the other party is Northern Trust, 
any of Northern Trust's affiliates (such other party or affiliate, a “Non-Defaulting Party”), the Non 
Defaulting Party may, in its sole discretion and without prior notice to the Defaulting Party: (a) liquidate 
any transaction between the Defaulting Party and the Non-Defaulting Party (which liquidation may 
include the conversion of amounts denominated in multiple currencies into a single currency if deemed 
necessary or desirable by the Non-Defaulting Party), (b) reduce any amounts due and owing to the 
Defaulting Party under any transaction or agreement between the Defaulting Party and the Non-
Defaulting Party by any amounts due and owing to any Non-Defaulting Party by the Defaulting Party, 
and (c) treat all security for, and all amounts due and owing to the Defaulting Party under, any 
transaction or agreement between the Defaulting Party and the Non-Defaulting Party as security for all 
transactions and agreements between the Defaulting Party and the Non-Defaulting Party. 
 
16. Rights of Set-Off.  Any amount payable to one party (the “Payee”) by the other party (the “Payer”) 
under Paragraph 11 of the Agreement (the “Settlement Amount”) will, at the option of the party (“X”) 
other than the defaulting party, be reduced by its set-off against any amount(s) (the “Other Agreement 
Amount”) payable (whether at such time or in the future or upon the occurrence of a contingency) by 
the Payee to the Payer (irrespective of place of payment or booking office of the obligation) under any 
other repurchase agreement(s) between the Payee and the Payer or with respect to any obligations owed 
by one party to, or in favor of, the other party under the Reimbursement and Security Agreement, any 
other Transaction Document (as defined in the Reimbursement and Security Agreement, or the Custody 
Agreement).  X will give notice to the other party of any set-off effected under this Section.  If an 
obligation is unascertained, X may in good faith estimate that obligation and set-off in respect of the 
estimate, subject to the relevant party accounting to the other when the obligation is ascertained.  
Nothing in this Section shall be effective to create a charge or other security interest.  This Section shall 
be without prejudice and in addition to any right of set-off, combination of accounts, lien or other right 
to which any party is at any time otherwise entitled (whether by operation of law, contract or otherwise). 
 
17. No Reliance.  Each of Northern Trust and Counterparty represents and warrants to the other that in 
connection with the negotiation of, the entering into and the performance under the Agreement and 
each Transaction: 
 
a. It is not relying (for purposes of making any investment decision or otherwise) upon any advice, 
counsel or representations (whether written or oral) of the other party to the Agreement, other than 
the representations expressly set forth in the Agreement and any Confirmation delivered 
thereunder. 
 
b. It has consulted with its own legal, regulatory, tax, business, investment, financial and accounting 
advisors to the extent it has deemed necessary, and it has made its own investment, hedging and 
trading decisions (including decisions regarding the suitability of any Transaction) based upon its 
own judgment and upon any advice from such advisors as it has deemed necessary and not upon 
any view expressed by the other party to the Agreement. 
 
c. It is a sophisticated and informed institution that has a full understanding of all the terms, conditions 
and risks (economic and otherwise) of the Agreement and each Transaction and is capable of 
assuming and willing to assume (financially and otherwise) those risks; and 
 
d. It is not acting as a fiduciary or financial, investment or commodity trading advisor for the other 
party to the Agreement and has not given to the other party to the Agreement (directly or indirectly 
through any other person) any assurance, guarantee or representation whatsoever as to the merits

Execution Version 
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NTAC:3NS-20 
(whether legal, regulatory, tax, business, investment, financial, accounting or otherwise) of the 
Agreement or any Transaction. 
 
18. Amendments to Paragraph 19.  Paragraph 19, subparagraphs (a) and (b) of the Agreement are hereby 
deleted in their entirety, and replaced to read as follows: 
 
“(a) Each Transaction is a “repurchase agreement” as that term is defined in Section 101 of 
Title 11 of the United States Code, as amended (the “Bankruptcy Code”) (except insofar as 
the type of Securities subject to such Transaction or the term of such Transaction would render 
such definition inapplicable), and a “securities contract” as that term is defined in Section 741 
of the Bankruptcy Code (except insofar as the type of assets subject to such Transaction would 
render such definition inapplicable), (ii) this Agreement is a “master netting agreement” as 
that term is defined in Section 101(38A) of the Bankruptcy Code, and (iii) this Agreement and 
each Transaction is of a type set forth in Section 5390(c)(8)(D) of Title 12 of the United States 
Code. 
(b) Either party’s right to liquidate Securities delivered to it in connection with Transactions 
hereunder or to exercise any other remedies pursuant to Paragraph 11 hereof is a contractual 
right to liquidate, terminate or accelerate such Transaction as described in Sections 555 and 
559 of the Bankruptcy Code, and a right to terminate, liquidate or accelerate as described in 
Sections 5390(c)(8)(A) and (C) of Title 12 of the United States Code.” 
 
Paragraph 19 of the Agreement is further amended by adding the following subparagraphs (e) and (f): 
 
“(e) Each and every transfer of funds, securities and other property under this Agreement and 
each Transaction hereunder is a “settlement payment” or a “margin payment”, as such terms 
are used in Paragraphs 362(b)(6) and (7), 546(e) and 741(8) of the Bankruptcy Code. 
 
(f)  Each margin maintenance transfer pursuant to Paragraph 4 of the Agreement shall be a 
“margin payment” as defined in Section 741(5) and 761(15) of the Bankruptcy Code, or any 
successor provision(s) thereto.” 
 
19. Registered Investment Companies.  If Counterparty is an investment company registered under the 
Investment Company Act of 1940, as amended (the “1940 Act”), Counterparty acknowledges and 
agrees that, consistent with the requirements of Section 18 of the 1940 Act, and guidance provided from 
time to time by the Securities and Exchange Commission (“SEC”) and the staff of the SEC regarding 
the same in connection with any reverse repurchase transaction referenced in Section 1(a) above (i.e., 
a transaction whereby Northern Trust receives securities from, and delivers cash to, Counterparty in 
accordance with the terms of the relevant agreements between Counterparty and Northern Trust),  
Counterparty agrees to take all actions necessary to satisfy Counterparty’s obligations under Section 
18 of the 1940 Act and related regulations, as in effect from time to time. 
 
20. Independence of provisions.  Each provision of the Agreement and this Annex shall be treated as 
independent from any other provision thereof or hereof, as the case may be, and shall be enforceable 
notwithstanding the unenforceability of any such other provision.   
 
21. Adding or Removing Funds.  If the parties wish to add additional funds or accounts to (or remove 
existing funds or accounts from) the Agreement, they may do so only by mutual written consent of the 
parties, and the schedule listing such funds shall be amended or restated accordingly.

Execution Version 
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NTAC:3NS-20 
22. Submission to Jurisdiction and Waiver of Immunity.  Each party irrevocably and unconditionally (i) 
submits to the exclusive jurisdiction of any federal or state court in the Borough of Manhattan in New 
York City, and any appellate court from any such court, for the purpose of any suit, action, or proceeding 
brought to enforce its obligations under the Agreement or relating in any way to the Agreement or any 
Transaction under the Agreement and (ii) waives, to the fullest extent it may effectively do so, any 
defense of an inconvenient forum to the maintenance of such action or proceeding in any such court and 
any right of jurisdiction on account of its place of residence or domicile. 
 
To the extent either party has or hereafter may acquire any immunity (sovereign or otherwise) from any 
legal action, suit, or proceeding, from jurisdiction of any court, or from setoff or any legal process 
(whether service or notice, attachment prior to judgment, attachment in aid of execution of judgment, 
execution of judgment, or otherwise) with respect to itself or any of its property, such party hereby 
irrevocably waives and agrees not to plead or claim such immunity in respect of any action brought to 
enforce its obligations under the Agreement or relating in any way to the Agreement or any Transaction 
under the Agreement. 
 
Each party hereto hereby irrevocably waives all rights to trial by jury in any action or proceeding arising 
out of or relating to this Agreement or any Transaction hereunder. 
 
23. Fail Charge Trading Practices. The U.S. Treasury and Agency Mortgage-Backed Securities Fail 
Charge Trading Practices published by the Treasury Market Practices Group and the Securities Industry 
Financial Markets Association, as amended from time to time, shall apply to any Transaction, the 
Securities related to which are U.S. Treasury securities and/or debentures issued by Fannie Mae, Freddie 
Mac, or the Federal Home Loan Banks and agency pass-through mortgage-backed securities issued or 
guaranteed by Fannie Mae, Freddie Mac or Ginnie Mae. 
24. Use of Employee Plan Assets.  Paragraph 18 of the Agreement shall be deleted in its entirety and the 
following paragraph shall be inserted in lieu thereof: 
 
“18. ERISA Representations. 
 
Counterparty represents and warrants as follows, which representations and warranties will be deemed 
to be repeated at all times until termination of the Agreement: 
 
a. If applicable, Counterparty is not (a) an “employee benefit plan” within the meaning of Section 3(3) 
of ERISA that is subject to Part 4 of Subtitle B of Title I of ERISA, (b) a “plan” within the meaning 
of Section 4975(e)(1) of the Code to which Section 4975 of the Code applies, (c) an entity whose 
underlying assets include “plan assets” subject to Title I of ERISA or Section 4975 of the Code by 
reason of Section 3(42) of ERISA, Department of Labor regulation 29 C.F.R. § 2510.3-101 as 
modified by Section 3(42) of ERISA, or otherwise, or (d) a plan subject to any restriction under a 
law that is materially similar to Section 406 of ERISA or Section 4975 of the Code. 
 
b. If the representation in Section 18(a) is not applicable and Counterparty is an “employee benefit 
plan” or “plan” subject to Title I of ERISA or Section 4975 of the Code, or an entity whose 
underlying assets are subject to Title I of ERISA or Section 4975 of the Code, then: 
 
(i) The person acting on behalf of Counterparty in entering into this Agreement and any 
Transaction contemplated by this Agreement (the “Agent”) (a) is an investment manager (as 
defined in Section 3(38) of ERISA) with respect to Counterparty’s assets that are involved in

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NTAC:3NS-20 
any Transaction contemplated by the Agreement, (b) is a fiduciary (as defined in Section 
3(21)(A)(i) of ERISA and Section 4975(e)(3)(A) of the Code) with respect to Counterparty’s 
assets that are involved in any Transaction contemplated by the Agreement, and (c) has full and 
exclusive power and authority to act on behalf of Counterparty in connection with the 
negotiation, execution and delivery of the Agreement and each Transaction contemplated by 
the Agreement; 
 
(ii) Agent (a) is a “qualified professional asset manager” within the meaning of Part VI(a) of U.S. 
Department of Labor Prohibited Transaction Class Exemption 84-14, as amended the (“QPAM 
Exemption”), with respect to Counterparty, and (b) has negotiated and made the decision to 
enter into and approve the Agreement and each Transaction contemplated by the Agreement on 
behalf of Counterparty; 
 
(iii) With respect to this Agreement and each Transaction contemplated by the Agreement, either 
(a) the requirements and conditions of Part I “General Exemption” of the QPAM Exemption 
have been met; (b) the requirements and conditions of the exemption provided by Section 
408(b)(17) of ERISA and Section 4975(d)(20) of the IRC have been met, including that the 
Agent has made a good faith determination for each Transaction that Counterparty is receiving 
no less, nor paying no more, than “adequate consideration” within the meaning of such 
exemption, or (c) the conditions of another applicable exemption from the prohibitions of 
Section 406(a)(1)(A)-(D) of ERISA and Section 4975(c)(1)(A)-(D) of the Code have been met; 
 
(iv) Counterparty and Northern Trust each acknowledges and agrees continually throughout the 
term of the Agreement and reiterates the same on each date any Transaction remains outstanding 
that any assets of Counterparty held by or on behalf of another party as collateral hereunder 
shall not be treated as “plan assets” for purposes of ERISA or Section 4975 of the Code; 
 
(v) Neither Northern Trust nor any affiliate thereof has or exercises any discretionary authority or 
control with respect to the investment of Counterparty’s assets involved under the Agreement 
or any Transaction thereunder or renders investment advice (within the meaning of Section 
3(21)(A)(ii) of ERISA or Section 4975(e)(3)(B) of the Code) with respect to such assets; 
 
(vi) Agent possesses the appropriate experience and expertise to prudently negotiate and decide 
whether to enter into the types of Transactions described under the Agreement on behalf of 
Counterparty, and is unaffiliated with and independent of Northern Trust; 
 
(vii) The execution, delivery and performance of the Agreement and the Transactions do not violate 
the constituent documents of Counterparty, including, without limitation, any applicable 
investment guidelines or restrictions; and 
 
(viii) Neither Agent nor Counterparty has relied or will rely on any recommendation or advice 
provided by or on behalf of Northern Trust or any affiliate thereof as a primary basis for any 
investment decision with respect to this Agreement or any Transaction (and there is no 
agreement, arrangement or understanding to the contrary), and neither Northern Trust nor any 
affiliate thereof otherwise is a “fiduciary” with respect to the investment of the assets of 
Counterparty involved in such Transaction within the meaning of Section 3(21)(A) of ERISA 
(including, without limitation, by virtue of Northern Trust’s reservation or exercise of any rights 
Northern Trust may have in connection with this Agreement or any Transaction).

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NTAC:3NS-20 
 
c. If Counterparty is a “governmental plan” within the meaning of Section 3(32) of ERISA (a 
“Governmental Plan”), the execution, delivery and performance of this Agreement and each 
Transaction do not contravene any law, rule, regulation or guideline governing the investment of 
the assets of such Governmental Plan, or any of the constituent documents of such Governmental 
Plan. 
d. If Counterparty is a plan subject to any restriction under any law that is materially similar to Section 
406 of ERISA or Section 4975 of the Code, the execution, delivery and performance of this 
Agreement and each Transaction do not contravene any such materially similar law. 
 
e. Counterparty will notify Northern Trust, in writing, reasonably in advance, if any of the foregoing 
representations becomes untrue, in whole or part, or any of the foregoing warranties is breached in 
any way (or, if unaware of any such occurrence beforehand, immediately upon awareness). 
25. Supplemental Terms for Maricopa County  
 
a. The Definitions set forth in Paragraph 2 of the Agreement are supplemented as follows: 
 
“Buyer’s Margin Percentage” shall not be less than 102%. 
 
“Securities” shall be limited to U.S. Treasury obligations with final maturities less than 5 
years from the settlement trade date. 
 
b. The following supplemental terms and conditions shall be added to the Agreement: 
 
(i) Delivery. All Transactions shall be accomplished through “delivery vs. payment” unless 
the parties otherwise agree prior to the payment of funds. 
 
(ii) Seller’s Financial Conditions. By entering into a Transaction pursuant to this 
Agreement, Seller shall be deemed to represent to Buyer that since the date of Seller’s latest 
financial statements, there has been no material adverse change in Seller’s financial 
condition which Seller has not disclosed in writing to Buyer and Seller further agrees to 
make available to Buyer its future audited and unaudited statements of financial condition 
upon request, to the extent such information cannot be construed to constitute insider 
information not available to the general public. 
 
(iii) Governmental Investment. Buyer and Seller Acknowledge that all Purchased Securities 
shall be lawful for the purpose of governmental investment by Buyer. 
 
(iv) Cancellation of Agreement. All parties acknowledge that this Agreement is subject to 
cancellation by the Buyer pursuant to the provision of Section 38-511, Arizona Revised 
Statutes. 
 
(v) Authorized Personnel. Buyer and Seller each hereby agree to provide the other with 
written identification of the persons authorized by it to execute Transactions pursuant to 
this Agreement. Such written identification may be supplemented and amended from time 
to time.

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NTAC:3NS-20 
 
(vi)  Pursuant to A.R.S. § 35-393.01, if Northern Trust engages in for-profit activity and 
has 10 or more employees, and if this Agreement has a value of $100,000 or more, Northern 
Trust certifies it is not currently engaged in, and agrees for the duration of this Agreement 
to not engage in, a boycott of goods or services from Israel. This certification does not apply 
to a boycott prohibited by 50 U.S.C. § 4842 or a regulation issued pursuant to 50 U.S.C. § 
4842. 
 
(vii)  Pursuant to A.R.S. § 35-394, Northern Trust certifies that, (i) with respect to its 
services and activities in the U.S., it does not currently, and agrees for the duration of the 
agreement that it will not, use (1) the forced labor of ethnic Uyghurs in the People's 
Republic of China, (2) any goods or services produced by the forced labor of ethnic 
Uyghurs in the People's Republic of China, or (3) any contractors, subcontractors or 
suppliers that use the forced labor or any goods or services produced by the forced labor of 
ethnic Uyghurs in the People's Republic of China; (ii) with respect to its services and 
activities outside of the U.S., to its knowledge, it does not currently, and agrees for the 
duration of this Agreement that it will exercise reasonable care and diligence to prohibit the 
use of (1) forced labor of ethnic Uyghurs in the People's Republic of China, (2) any goods 
or services produced by the forced labor of ethnic Uyghurs in the People's Republic of 
China, or (3) any contractors, subcontractors or suppliers that use the forced labor or any 
goods or services produced by the forced labor of ethnic Uyghurs in the People's Republic 
of China.  
 
(viii) Effect. This Agreement shall supersede any and all master repurchase agreements 
previously entered into between Buyer and Seller. 
 
 
 
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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NTAC:3NS-20 
IN WITNESS WHEREOF, each of Northern Trust and Counterparty has caused this Annex to be 
executed and delivered by its duly appointed and authorized representative as of the date first above written. 
 
 
 
THE NORTHERN TRUST COMPANY 
 
 
By: ________________________________ 
 
Name: Ryan Barrett_________________ 
 
Title: Senior Vice President__________ 
 
 
MARICOPA COUNTY, SPONSORED MEMBER 
 
 
By: ________________________________ 
 
Name: Clint Hickman 
Title: Chairman, Board of Supervisors 
 
ATTEST 
 
 
___________________________ 
Juanita Garza 
 
 
 
 
Date___________________ 
Clerk of the Board of Supervisors 
 
LEGAL REVIEW 
Approved as to form and within the powers and  
authority granted under the laws of the State of  
Arizona to Maricopa County 
 
 
 
___________________________ 
Deputy County Attorney 
 
 
 
Date___________________

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NTAC:3NS-20 
ANNEX II 
 
NAMES AND ADDRESSES FOR COMMUNICATIONS BETWEEN PARTIES 
 
Dated on or about the date hereof 
 
The Northern Trust Company  
50 South LaSalle Street 
Chicago, IL 60603 
Telephone: 312-630-6000 
 
Administrative Contacts 
Group Email: NT_Financing_and_Liquidity_Biz_Mgmt@ntrs.com 
  
Attention: Ryan M. Barrett, Manager, Securities Finance 
 
Dane Fannin, Head of Global Securities Finance 
 
Operations and Trading Contacts 
Group Emails: SponsoredRepoOps@ntrs.com, Sponsored_Repo_Trading_Desk@ntrs.com 
 
Attention: 
Waseem Khatai, Manager 
 
Daniel S. Awe, Manager Repo Trading Desk 
 
Telephone:  312-557-8301 
 
 
If to Counterparty (as defined in Annex I):  
 
MARICOPA COUNTY  
301 W Jefferson St #100 
Phoenix, AZ 85003 
Attn: Mark Hute, Portfolio Manager 
Tel: (602) 506-7362 
Email: mark.hute@maricopa.gov

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NTAC:3NS-20 
Schedule B 
  
Supplemental Terms and Conditions 
Collateral Schedules 
  
This Schedule B forms a part of Annex I to the Master Repurchase Agreement (including any amendments, 
Annexes and Schedules related thereto, the “Agreement”) dated on or about the date hereof, between The 
Northern Trust Company and Maricopa County.  This Schedule B is effective as of the date hereof. 
  
Capitalized terms used but not defined in this Schedule B shall have the meanings ascribed to them in Annex 
I to the Agreement.  This Schedule B shall supersede any previous version of Schedule I.A executed in 
relation to the Agreement and shall form part of Annex I as a new Schedule B. 
  
For purposes of Annex I, Section 2 to the Agreement eligible US Treasury and Agency Securities are as set 
forth below: 
 
Collateral Schedule and Security Type 
Buyer Margin (%) 
US Treasury 1 Collateral Schedule 
• 
US Treasury bills, bonds, notes*  
102% 
  
* Includes Treasury inflation-protected securities (TIPs) and floating rate notes (FRNs).