10-K

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YES ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ NO ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of the chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ NO ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by checkmark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ☐ NO ☒

The aggregate market value of the registrant’s BUCs held by non-affiliates based on the final sales price of the BUCs on the last business day of the registrant’s most recently completed second fiscal quarter was $374,597,882.

This Annual Report (“Report”) (including, but not limited to, the information contained in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”) contains forward-looking statements. All statements other than statements of historical facts contained in this report, including statements regarding our future results of operations and financial position, business strategy and plans, and objectives of management for future operations, are forward-looking statements. When used, statements which are not historical in nature, including those containing words such as “anticipate,” “estimate,” “should,” “expect,” “believe,” “intend,” and similar expressions, are intended to identify forward-looking statements. We have based forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition, and results of operations. This report also contains estimates and other statistical data made by independent parties and by us relating to market size and growth and other industry data. This data involves several assumptions and limitations, and you are cautioned not to give undue weight to such estimates. We have not independently verified the statistical and other industry data generated by independent parties and contained in this report, and accordingly, we cannot guarantee their accuracy or completeness. In addition, projections, assumptions and estimates of our future performance and the future performance of the industries in which we operate are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described under the headings “Risk Factors” in Item 1A of this report.

These forward-looking statements are subject, but not limited to, various risks and uncertainties, including those relating to:

Other risks, uncertainties and factors could cause our actual results to differ materially from those projected in any forward-looking statements we make. We are not obligated to publicly update or revise any forward-looking statements, whether because of new information, future events or otherwise.

All references to “we,” “us,” “our” and the “Partnership” in this report mean Greystone Housing Impact Investors LP, its wholly owned subsidiaries and our consolidated Variable Interest Entities (“VIE” or “VIEs”). See Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” of this Report for additional details.

The Partnership was formed in 1998 for the primary purpose of acquiring a portfolio of mortgage revenue bonds (“MRBs”) that are issued by state and local housing authorities to provide construction and/or permanent financing for affordable multifamily housing, seniors housing and commercial properties. The Partnership has also invested in governmental issuer loans (“GILs”), which are similar to MRBs, to provide construction financing for affordable multifamily properties. We expect and believe the interest received on our MRBs and GILs is excludable from gross income for federal income tax purposes. We also invest in other types of securities that may or may not be secured by real estate and may make property loans to multifamily properties which may or may not be financed by MRBs or GILs held by us and may or may not be secured by real estate.

The Partnership also makes noncontrolling equity investments in unconsolidated entities for the construction, stabilization, and ultimate sale of market-rate multifamily properties ("JV Equity Investments"). The Partnership is entitled to distributions if, and when, cash is available for distribution either through operations, a refinance, or a sale of the property. In addition, the Partnership may acquire and hold interests in multifamily, student and senior citizen residential properties (“MF Properties”) until the “highest and best use” can be determined by management.

The conduct of the Partnership’s business and affairs is governed by the Partnership’s Second Amended and Restated Agreement of Limited Partnership dated December 5, 2022, as further amended (the “Partnership Agreement”). Our sole general partner is America First Capital Associates Limited Partnership Two (“AFCA 2” or the “General Partner”). The general partner of AFCA 2 is Greystone AF Manager LLC (“Greystone Manager”), which is an affiliate of Greystone & Co. II LLC (“Greystone & Co.”). Greystone & Co., together with its affiliated companies (collectively “Greystone”), is a real estate lending, investment, and advisory company with an established reputation as a leader in multifamily and healthcare finance, having ranked as a top Federal Housing Administration (“FHA”), Federal National Mortgage Association (“Fannie Mae”), and Federal Home Loan Mortgage Corporation (“Freddie Mac”) lender in these sectors.

The Partnership has issued Beneficial Unit Certificates (“BUCs”) representing assigned limited partnership interests to investors (“BUC holders”). Our BUCs are traded on the New York Stock Exchange ("NYSE") under the symbol “GHI.” The Partnership has designated three series of non-cumulative, non-voting, non-convertible preferred units that represent limited partnership interests in the Partnership consisting of the Series A Preferred Units, the Series A-1 Preferred Units, and the Series B Preferred Units (collectively, the “Preferred Units”). The Partnership does not intend to issue additional Series A Preferred Units in the future. The holders of the BUCs and Preferred Units are referred to herein as “Unitholders.” Our Unitholders will incur tax liability if any interest earned on our MRBs or GILs is determined to be taxable, for gains related to our MRBs or GILs and for income and gains related to our taxable investments such as our investments in unconsolidated entities and property loans. See Item 1A, “Risk Factors” in this Report for additional details.

We invest in MRBs that are issued by state and local governments, their agencies, and authorities to finance the construction or acquisition and rehabilitation of income-producing multifamily rental properties. An MRB does not constitute an obligation of any state or local government, agency or authority and no state or local government, agency or authority is liable on them, nor is the taxing power of any state or local government pledged to the payment of principal or interest on an MRB. An MRB is a non-recourse obligation of the property owner. Each MRB is collateralized by a mortgage on all real and personal property of the secured property, which it may share with a corresponding taxable MRB owned by the Partnership. Typically, the sole source of the funds to pay principal and interest on an MRB is the net cash flow or the sale or refinancing proceeds from the secured property. We may commit to provide funding for MRBs on a draw-down basis during construction and/or rehabilitation of the secured property, and we may require recourse to the borrower during the construction or rehabilitation period in certain instances.

We expect and believe that the interest received on our MRBs is excludable from gross income for federal income tax purposes. We primarily invest in MRBs that are senior obligations of the secured properties, though we may also invest in subordinate and/or taxable MRBs. Our MRBs predominantly bear interest at fixed interest rates and require regular principal and interest payments on either a monthly or semi-annual basis. The majority of our MRBs have initial contractual terms of 15 years or more. Some MRBs have optional call dates that may be exercised by the borrower which may be at either par or a premium to par. Some MRBs have optional repurchase dates whereby we can require a redemption prior to the contractual maturity, typically at par.

Our MRBs are either owned directly by us or are held in trusts created in connection with debt financing transactions that are consolidated VIEs. The following table summarizes our MRB investments as of December 31, 2023:

Each of these structures permit the issuance of MRBs under the IRC to finance the construction or acquisition and rehabilitation of affordable rental housing or other not-for-profit commercial property. Under applicable Treasury Regulations, any affordable multifamily residential project financed with tax-exempt MRBs (other than essential function bonds as described in the third bullet above) must set aside a percentage of its total rental units for occupancy by tenants whose incomes do not exceed stated percentages of the median income in the local area. Those rental units of the multifamily residential project not subject to tenant income restrictions may be rented at market rates (unless there are restrictions otherwise imposed by the bond issuer or a governmental entity). With respect to private activity bonds issued under Section 142(d) of the IRC, the owner of the multifamily residential project may elect, at the time the MRBs are issued, whether to set aside a minimum of 20% of the units for tenants making less than 50% of area median income (as adjusted for household size) or 40% of the units for tenants making less than 60% of the area median income (as adjusted for household size). State and local housing authorities may require additional tenant income or rent restrictions that are more restrictive than those minimum levels required by Treasury Regulations. There are no Treasury Regulations related to MRBs that are secured by a commercial property owned by a non-profit borrower.

The borrowers associated with our MRBs are either syndicated partnerships formed to receive allocations of LIHTCs or not-for-profit entities. We do not directly or indirectly invest in LIHTCs. We do invest in MRBs that are issued in association with federal LIHTC allocations because such MRBs bear interest that we expect and believe is exempt from federal income taxes. LIHTC-eligible projects are attractive to developers of affordable housing because it helps them raise equity and debt financing. Under the LIHTC program, developers that receive an allocation of private activity bonds will also receive an allocation of federal LIHTCs as a method to encourage the development of affordable multifamily housing. To be eligible for federal LIHTCs, a property must either be newly constructed or substantially rehabilitated, and therefore, may be less likely to become functionally obsolete in the near term as compared to an older property. There are various requirements to be eligible for federal LIHTCs, including rent and tenant income restrictions, which vary by property. Our borrowers that are either non-profit entities or owned by non-profit entities typically have missions to provide affordable multifamily rental units to underserved populations in their market areas. The affordable housing properties securing 501(c)(3) bonds also must comply with the IRS safe harbors for tenant incomes and rents. The following table summarizes the amount of our MRB investments with LIHTC-associated borrowers and non-profit borrowers based on principal outstanding as of December 31, 2023:

We may also invest in taxable MRBs secured by the same properties as our MRBs. Interest earned on our taxable MRBs is taxable for federal income tax purposes. Our taxable MRBs may share senior mortgage interest in the property with the MRBs or may be subordinate to the MRBs. We owned 14 taxable MRBs with outstanding principal of $23.2 million as of December 31, 2023.

We invest in governmental issuer loans ("GILs") that are issued by state or local governmental authorities to finance the construction and/or rehabilitation of affordable multifamily properties. A GIL does not constitute an obligation of any government, agency or authority and no government, agency or authority is liable for them, nor is the taxing power of any government pledged to the payment of principal or interest on the GIL. Each GIL is secured by a mortgage on all real and personal property of the to-be-constructed affordable multifamily property. The GILs may share first mortgage lien positions with property loans and/or taxable GILs

also owned by us. Sources of the funds to pay principal and interest on a GIL consist of the net cash flow of the secured property, proceeds from the sale or refinancing of the secured property, and limited-to-full payment guaranties provided by the borrower or its affiliates. We typically commit to fund our GIL investment commitments on a draw-down basis during construction.

We expect and believe the interest earned on our GILs is excludable from gross income for federal income tax purposes. The GILs are senior obligations of the secured properties and bear interest at variable or fixed interest rates. The GILs have initial terms of two to four years, though the borrower typically may prepay all amounts due at any time without penalty. At the closing of each GIL, Freddie Mac, through a servicer, forward commits to purchase the GIL at maturity at par if and when the property has reached stabilization and other conditions are met. Upon stabilization, the servicer will purchase our GIL at par and then immediately sell the GIL to Freddie Mac pursuant to a financing commitment between the servicer and Freddie Mac. As of December 31, 2023, the servicer for eight of our GILs is an affiliate of Greystone.

Our GILs are held in trusts created in connection with debt financing transactions that are consolidated VIEs. The following table summarizes our GIL investments as of December 31, 2023:

Our GILs have been issued under Section 142(d) of the Internal Revenue Code (“IRC”) and are subject to the same set aside and tenant income restrictions noted in the “Mortgage Revenue Bonds” description above. The borrowers associated with our GILs are syndicated partnerships formed to receive allocations of LIHTCs.

We may also invest in taxable GILs secured by the same properties as our GILs. Interest earned on our taxable GILs is taxable for federal income tax purposes. Our taxable GILs share a senior mortgage interest in the property with the GILs. We owned four taxable GILs with outstanding principal of $13.6 million as of December 31, 2023.

We also invest in property loans to finance the construction, finance capital improvements, or otherwise support property operations of multifamily residential properties. Multifamily residential properties financed with property loans may or may not be properties securing our MRB and GIL investments. Such property loans may be secured by property, other collateral, or may be unsecured. As of December 31, 2023, we owned seven property loans related to our GIL investment properties, three property loans related to our MRB investments, and two property loans to other borrowers.

We invest in non-controlling membership interests in unconsolidated entities for the construction of market-rate multifamily and seniors real estate properties. Our JV Equity Investments are passive in nature. Operational oversight of each property is controlled by our joint venture partner according to the entity’s operating agreement. The properties are predominately managed by a property management company affiliated with our joint venture partner. Decisions on when to sell an individual property are made by our joint venture partner based on its view of the local market conditions and current leasing trends.

We account for our JV Equity Investments using the equity method and recognize a preferred return on our contributed equity during the hold period. Our preferred returns are paid from distributable cash flow before any distributions are made to our joint venture partner. The accrued preferred return for our JV Equity Investments held through our wholly owned subsidiary, ATAX Vantage Holdings, LLC (the “Vantage JV Equity Investments”), is guaranteed by an unrelated third party through the fifth anniversary of construction commencement up to a certain dollar amount on an individual project basis.

Our ownership of the membership interests entitles us to shares of certain cash flows generated by the JV Equity Investments from operations and upon the occurrence of certain capital transactions, such as a refinancing or sale. Upon the sale of a property, net proceeds will be distributed according to the entity's operating agreement. Sales proceeds distributed to us that represent previously unrecognized preferred return and gain on sale are recognized as income upon receipt. Historically, the majority of our income from our JV Equity Investments has been recognized at the time of sale. As a result, we may experience significant income recognition for these investments in those quarters when a property is sold and our equity investment is redeemed.

As of December 31, 2023, we owned membership interests in 12 unconsolidated entities located in four states in the United States. Eight of the 12 JV Equity Investments are located in Texas. In addition, one JV Equity Investment in San Marcos, Texas is reported as a consolidated VIE.

The Partnership has and may acquire controlling interests in multifamily, student or senior citizen residential properties. We operate the MF Properties in order to position ourselves for a future investment in MRBs issued to finance the acquisition and/or rehabilitation of the properties by new owners or until the opportunity arises to sell the MF Properties at what we believe is their optimal fair value.

In December 2023, we sold the Suites on Paseo MF Property to an unaffiliated buyer. We have no MF Property investments as of December 31, 2023.

Our investments are categorized as either Mortgage Investments, Tax Exempt Investments or Other Investments as defined in our Partnership Agreement. Mortgage Investments, as defined, consist of MRBs, taxable MRBs, GILs, taxable GILs and property loans to borrowers associated with our MRBs and GILs. Tax Exempt Investments, as defined, are securities other than Mortgage Investments, for which the related interest income is exempt from federal income taxation and must be rated in one of the four highest rating categories by a nationally recognized statistical rating organization. Other Investments, as defined, are generally all other investments that are not Mortgage Investments or Tax Exempt Investments. We may acquire additional Tax Exempt Investments and Other Investments provided that the acquisition may not cause the aggregate book value of all Tax Exempt Investments plus Other Investments to exceed 25% of our total assets at the time of acquisition. We own no Tax Exempt Investments as of December 31, 2023. Our Other Investments primarily consist of real estate assets, JV Equity Investments and certain property loans.

We rely on an exemption from registration under the Investment Company Act of 1940, which has certain restrictions on the types and amounts of securities owned by the Partnership. See the “Regulatory Matters” section included within this Item 1 below for further information.

Our primary business objective is to manage our portfolio of investments to achieve the following:

We are pursuing a strategy of acquiring additional MRBs, GILs and other investments on a leveraged basis to achieve our objective, as permitted by our Partnership Agreement. In allocating our capital and executing our strategy, we seek to balance the risks of owning specific investments with the earnings opportunity on the investment.

The Partnership believes there continues to be significant unmet demand for affordable multifamily and seniors residential housing in the United States. Government programs that provide direct rental support to residents have not kept up with demand. Therefore, investment programs that promote private sector development and support for affordable housing through MRBs, GILs, tax credits and grant funding to developers, have become more prominent. The types of MRBs and GILs in which we invest offer developers of affordable multifamily housing a low-cost source of construction and/or permanent debt financing. We plan to continue investing in additional MRBs and GILs issued to finance affordable multifamily and seniors residential rental housing properties.

We continue to evaluate opportunities for MRB investments to fund seniors housing properties and/or skilled nursing properties issued as private activity or 501(c)(3) bonds similar in legal structure to those issued for traditional affordable multifamily housing properties. We will continue to leverage the expertise of Greystone and its affiliates and other reputable third parties in evaluating independent living, assisted living, memory care and skilled nursing properties prior to our MRB acquisitions. To date, we acquired an MRB secured by a to-be-constructed seniors housing property in Michigan, and an MRB secured by an operating skilled nursing facility in New Jersey.

We continually assess opportunities to expand and/or reposition our existing portfolio of MRBs, GILs and other investments. Our principal objective is to improve the quality and performance of our portfolio of MRBs, GILs and other investments with the intent to ultimately increase the amount of cash available for distribution to our Unitholders. In certain circumstances, we may allow the borrowers of our MRBs to redeem the MRBs prior to the final maturity date. Such MRB redemptions will usually require a sale or refinancing of the underlying property. We may also elect to sell MRBs that have experienced significant appreciation in value. In other cases, we may elect to sell MRBs on properties that are in stagnant or declining real estate markets. The proceeds received from these transactions would be redeployed into other investments consistent with our investment objectives. We anticipate holding our GILs until maturity as the terms are typically for two to four years and have defined forward purchase commitments from Freddie Mac.

We also continue to make additional strategic JV Equity Investments for the development of market-rate multifamily and seniors residential properties, through noncontrolling membership interests. We currently have investments with four joint venture partners, of which two were new in 2023. In February 2023, we closed our first investment for the development of a market-rate seniors residential property located in Minden, Nevada. We believe the diversity of joint venture sponsors, geographic markets, and property types reduces risks from concentration while also providing attractive risk-adjusted returns for our Unitholders.

We finance our assets with what we believe to be a prudent amount of leverage, the level of which varies from time to time based upon the characteristics of our investment portfolio, availability of financing, cost of financing, and market conditions. This leverage strategy allows us to generate enhanced returns and lowers our net capital investment, allowing us to make additional investments. We currently obtain leverage on our investments and assets through various sources that include:

We may utilize other types of secured or unsecured borrowings in the future, including more complex financing structures and diversification of our leverage sources and counterparties.

We refer to our TEBS, TOB trust, term TOB trust, and TEBS Residual Financing securitizations as our debt financings. These debt financing securitizations are accounted for as consolidated VIEs for reporting purposes. These arrangements are structured such that we transfer our investment assets to an entity, such as a trust or special purpose entity, which then issues senior securities and residual interests. The senior securities are sold to third-party investors in exchange for debt proceeds. We retain the residual interests which entitle us to certain rights to the investment assets and to residual cash proceeds. We generally structure our debt financings such that principal, interest, and any trust expenses are payable from the cash flows of the secured investment assets, and we are generally entitled to all residual cash flows for our general use. As the residual interest holder, we may be required to make certain payments or contribute certain assets to the VIEs if certain events occur. Such events include, but are not limited to, a downgrade in the investment rating of the senior securities issued by the VIEs, a ratings downgrade of the liquidity provider for the VIEs, increases in short term interest rates beyond pre-set maximums, an inability to re-market the senior securities or an inability to obtain liquidity support for the senior securities. If such an event occurs in an individual VIE, we may be required to deleverage the VIE by repurchasing some or all of the senior securities. Otherwise, the secured investment asset(s) will be sold and we will be required to fund any shortfall in funds available to pay the principal amount of the senior securities after payment of accrued interest and other trust expenses. If we do not fund the shortfall, default and liquidation provisions will be invoked against us. The TEBS financings and TEBS Residual Financing are non-recourse to the Partnership such that our shortfall funding for each financing is limited to the stated amount of our residual interests. The TOB trust and term TOB trust financings are recourse obligations of the Partnership.

The TOB trusts with Mizuho and Barclays are subject to ISDA master agreements with each counterparty that contain certain covenants and requirements. When we execute a TOB trust financing, we retain a residual interest that is pledged as our initial collateral under the ISDA master agreement based on the market value of the investment asset(s) at the time of initial closing. The counterparties require that our residual interests in each TOB trust maintain a certain value in relation to total asset(s) in each TOB trust. In addition, we are required to post collateral, typically cash, if the net aggregate valuation of our residual interests and derivative hedging positions with each counterparty fall below certain thresholds.

The Mizuho and Barclays ISDA master agreements contain covenants that require the Partnership’s partners’ capital, as defined, to maintain a certain threshold and that the BUCs remain listed on a national securities exchange. The ISDA master agreement with Barclays also requires that the Partnership’s Leverage Ratio (as defined by the Partnership below) remain below a certain threshold. In addition, both the Mizuho and Barclays ISDA master agreements have cross-default previsions whereby default(s) on the Partnership’s

other senior debts above a specified dollar amount, in the aggregate, will constitute a default under the ISDA master agreements. If the Partnership is not in compliance with any of these covenants, a termination event of the financing facilities would be triggered.

The willingness of leverage providers to extend financing is dependent on various factors such as their underwriting standards, regulatory requirements, available lending capacity, and existing credit exposure to the Partnership. An inability to access debt financing at an acceptable cost may result in adverse effects on our financial condition and results of operations. There can be no assurance that we will be able to finance additional acquisitions of MRBs, GILs and other investments through additional debt financing.

We set target constraints for each type of debt financing utilized. Those constraints are dependent upon several factors, including the characteristics of the investment assets being leveraged, the tenor of the leverage program, whether the financing is subject to mark-to-market collateral posting requirements, and the liquidity and marketability of the financed assets. The Board of Managers of Greystone Manager has established an overall maximum leverage level (the “Leverage Ratio”) of 80% and retains the right to change the Leverage Ratio in the future based on the consideration of factors the Board of Managers considers relevant. We calculate our Leverage Ratio as total outstanding debt divided by total assets using cost (adjusted for paydowns) for MRBs, GILs, property loans, taxable MRBs and taxable GILs, and initial cost for deferred financing costs and real estate assets. As of December 31, 2023, our overall Leverage Ratio was approximately 72%.

We actively manage both our fixed and variable rate debt financings and our exposure to changes in market interest rates. When possible, we attempt to obtain fixed-rate debt financing for our fixed-rate investment assets such that our net interest spread is not exposed to changes in market interest rates. Similarly, we attempt to obtain variable-rate debt financing for our variable-rate investment assets such that we are largely hedged against rising interest rates without the need for separate hedging instruments.

We leverage certain fixed-rate investment assets with variable-rate debt financings, such as the TOB trusts and one TEBS financing. When deemed appropriate, we will enter into derivative based hedging transactions in connection with our risk management activities for these assets to hedge against rising interest rates, which may include interest rate caps, interest rate swaps, total return swaps, swaptions, futures, options or other available hedging instruments. As of December 31, 2023, we had interest rate swap positions with notional amounts totaling $333.3 million and one interest rate cap with a notional amount of $73.4 million.

In addition to leverage, we may obtain additional capital through the issuance of Series A-1 Preferred Units, Series B Preferred Units or other Partnership securities which may be issued in, among other things, one or more additional series of preferred units, and/or BUCs.

We filed a registration statement on Form S-3 for the registration of up to 3,500,000 of Series A-1 Preferred Units, which was declared effective by the Securities and Exchange Commission (the “SEC”) on September 9, 2021, and subsequently amended pursuant to a Post-Effective Amendment to the Form S-3, which was declared effective by the Commission on April 13, 2022. The Series A-1 Preferred Units are subject to optional redemption by the holder upon the sixth anniversary of the closing of the sale of Series A-1 Preferred Units and the holders are entitled to distributions at a fixed rate of 3.0% per annum. The Partnership is able to issue Series A-1 Preferred Units so long as the aggregate market capitalization of the BUCs, based on the closing price on the trading day prior to issuance of the Series A-1 Preferred Units, is no less than three times the aggregate book value of all Series A Preferred Units and Series A-1 Preferred Units, inclusive of the amount to be issued. As of December 31, 2023, we have issued $18 million of Series A-1 Preferred Units under the registration statement on Form S-3.

In addition, we filed a registration statement on Form S-3 for the registration of up to 10,000,000 of Series B Preferred Units, which was declared effective by the SEC on September 9, 2021, and subsequently amended pursuant to a Post-Effective Amendment to the Form S-3, which was declared effective by the Commission on June 15, 2023. The Series B Preferred Units are subject to optional redemption by the holder upon the sixth anniversary of the closing of the sale of Series B Preferred Units and the holders are entitled to distributions at a fixed rate of 5.75% per annum. The Partnership is able to issue Series B Preferred Units so long as the aggregate market capitalization of the BUCs, based on the closing price on the trading day prior to issuance of the Series B Preferred Units, is no less than two times the aggregate book value of all Series A Preferred Units, Series A-1 Preferred Units and Series B Preferred Units, inclusive of the amount to be issued. As of December 31, 2023, we had not yet issued any Series B Preferred Units. However, in February 2024, we issued $5.0 million of Series B Preferred Units to a new investor under the registration statement on Form S-3. In addition, in January 2024, we issued $17.5 million of Series B Preferred Units pursuant to an exchange transaction described below. As of the date of this report, we had 2,250,000 Series B Preferred Units issued and outstanding.

We have previously issued Series A Preferred Units totaling $94.5 million, of which $27.5 million are outstanding as of December 31, 2023. The Series A Preferred Units are subject to optional redemption by the holder upon the sixth anniversary of the closing of the

sale of Series A Preferred Units and the holders are entitled to distributions at a fixed rate of 3.0% per annum. In October 2023, the holder of 1,000,000 of Series A Preferred Units provided notice of its intent to redeem its investment in March 2024. We previously filed a registration statement on Form S-4 to register the offering and issuance of up to 9,450,000 of Series A-1 Preferred Units under a shelf registration process that was declared effective by the SEC on July 6, 2021, and subsequently amended pursuant to a Post-Effective Amendment to the Form S-4, which was declared effective by the Commission on April 13, 2022. A total of 3,700,000 Series A Preferred Units were exchanged for Series A-1 Preferred Units prior to expiration of the offering in July 2023.

In October 2023, we filed a registration statement on Form S-4 to register the offering and issuance of up to 1,750,000 of Series B Preferred Units under a shelf registration process that was declared effective by the SEC on November 8, 2023. Under this offering, the Partnership may issue up to 1,750,000 Series B Preferred Units in exchange for our outstanding Series A Preferred Units. Series B Preferred Units issued in exchange for Series A Preferred Units will not be eligible for redemption until the sixth anniversary of the date of the exchange, except in certain limited circumstances. During January 2024, one Series A Preferred Unit holder elected to exchange 1,750,000 existing Series A Preferred Units for 1,750,000 newly issued Series B Preferred Units.

We may also obtain capital through the issuance of additional BUCs, Preferred Units or debt securities pursuant to our Registration Statement on Form S-3 (“Registration Statement”), which was declared effective by the SEC in December 2022. Under the Registration Statement we may offer up to $300.0 million of BUCs, Preferred Units or debt securities for sale from time to time. The Registration Statement will expire in December 2025.

In July 2021, we entered into a Capital on DemandTM Sales Agreement to offer and sell, from time to time at market prices on the date of sale, BUCs up to an aggregate offering price of $30 million via an “at the market offering.” As of December 31, 2023, we have not sold any BUCs under this program. We will continue to assess if and when to issue BUCs under this program going forward.

We compete with private investors, lending institutions, trust funds, investment partnerships, Freddie Mac, Fannie Mae and other entities with objectives similar to ours for the acquisition of MRBs, GILs and other investments. These competitors often have greater access to capital and can acquire investments with interest rates and terms that do not meet our return requirements. This competition may reduce the availability of investments for acquisition by us and may reduce the interest rate that issuers are willing to pay on our future investments.

Through our various investments, we may be in competition with other real estate investments in the same geographic areas. Multifamily residential rental properties also compete with single-family housing that is either owned or leased by potential tenants. To compete effectively, the properties underlying our investments must offer quality rental units at competitive rental rates. To maintain occupancy rates and attract quality tenants, the properties may offer rental concessions, such as reduced rent to new tenants for a stated period. These properties also compete by offering quality apartments in attractive locations and provide tenants with amenities such as recreational facilities, garages, services and pleasant landscaping.

The following table presents information regarding the investment activities of the Partnership for the years ended December 31, 2023 and 2022:

The following table presents information regarding the debt financing, derivatives, Preferred Units and partners’ capital activities of the Partnership for the years ended December 31, 2023 and 2022, exclusive of retired debt amounts listed in the investment activities table above:

We conduct our operations in reliance on an exemption from registration as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). In this regard, we believe that we and our wholly owned subsidiaries will not be considered investment companies under either Section 3(a)(1)(A) or Section 3(a)(1)(C) of the Investment Company Act. Under Section 3(a)(1)(A) of the Investment Company Act, a company is not deemed to be an “investment company” if it neither is, nor holds itself out as being, engaged primarily, nor proposes to engage primarily, in the business of investing, reinvesting or trading in securities. Under Section 3(a)(1)(C) of the Investment Company Act, a company is not deemed to be an “investment company” if it neither is engaged, nor proposes to engage, in the business of investing, reinvesting, owning, holding or trading in securities and does not own or propose to acquire “investment securities” having a value exceeding 40% of the value of its total assets (exclusive of government securities and cash items) on an unconsolidated basis. For these purposes, “investment securities” excludes U.S. government securities and securities of majority-owned subsidiaries that are not themselves investment companies and are not relying on the exception from the definition of investment company for private funds under Section 3(c)(1) or Section 3(c)(7) of the Investment Company Act. In addition, we and our wholly owned subsidiaries operate our business under an exclusion from the definition of investment company pursuant to Section 3(c)(5)(C) of the Investment Company Act. Under Section 3(c)(5)(C), as interpreted by the SEC staff, a company is required to invest at least 55% of its assets in mortgages and other liens on and interests in real estate, and other real estate-related interests, which are deemed to be “qualifying interests,” and at least 80% of its assets in qualifying interests plus a broader category of “real estate-related assets” in order to qualify for this exception. We monitor our compliance with the foregoing provisions and the holdings of our subsidiaries to ensure that we and each of our subsidiaries are in compliance with an applicable exemption or exclusion from registration as an investment company under the Investment Company Act.

We believe each of the properties related to our investment assets comply, in all material respects, with federal, state and local regulations regarding hazardous waste and other environmental matters. We are not aware of any environmental contamination at any of these properties that would require any material capital expenditure by the underlying properties, and therefore the Partnership, for the remediation thereof.

We are managed by our General Partner, AFCA 2, which is controlled by its general partner, Greystone Manager. The members of the Board of Managers of Greystone Manager act as the managers (and effectively as the directors) of the Partnership, in compliance with all NYSE listing rules and SEC rules applicable to the Partnership. In addition, certain employees of Greystone Manager act as executive officers of the Partnership. Certain services are provided to the Partnership by employees of Greystone Manager and the Partnership reimburses Greystone Manager for its allocated share of their salaries and benefits. The Partnership’s initial limited partner, which has the obligation to perform certain actions on behalf of the BUC holders under the Partnership Agreement, is Greystone ILP, Inc., a Delaware corporation.

AFCA 2 is entitled to an administrative fee equal to 0.45% per annum of the average outstanding principal balance of any MRBs, GILs, property loans, Tax Exempt Investments or Other Investments for which an unaffiliated party is not obligated to pay. When the administrative fee is payable by a property owner, it is subordinated to the payment of all interest due to us for the MRB, GIL or property loan associated with the property. The Partnership Agreement provides that the administrative fee will be paid directly by us with respect to any investments for which the administrative fee is not payable by the property owner or a third party. In addition, the Partnership Agreement provides that we will pay the administrative fee to the General Partner with respect to any foreclosed MRBs.

AFCA 2 also earns mortgage and investment placement fees resulting from the identification and evaluation of additional investments that are acquired by the Partnership. Any fees related to the acquisition of our investment assets are paid by the property owner. The fees, if any, will be subject to negotiation between AFCA 2 and such property owners.

As of December 31, 2023, the Partnership had no employees. Sixteen employees of Greystone Manager are responsible for the Partnership’s operations, inclusive of the Partnership’s chief executive officer and chief financial officer. Such employees are subject to the policies and compensation practices of Greystone.

Greystone has implemented evaluation and compensation policies designed to attract, retain, and motivate employees that provide services to the Partnership to achieve superior results. Such policies are designed to balance both short-term and long-term performance of the Partnership. Annual incentive compensation is based on defined performance metrics and certain employees earn discretionary bonuses based upon various quantitative and qualitative metrics. Employees providing services to the Partnership are eligible for awards under the Amended and Restated Greystone Housing Impact Investors LP 2015 Equity Incentive Plan (the “Plan”), which is designed to provide incentive compensation awards that encourage superior performance. The Plan is also intended to attract and retain the services of individuals who are essential for the Partnership’s growth and profitability and to encourage those individuals to devote their

best efforts to advancing the Partnership’s business. Greystone also supports employees with an annual confidential employee survey, an Employee Assistance Program and ethics hotline.

Greystone provides formal and informal training programs to enhance the skills of employees providing services to the Partnership and to instill Greystone’s corporate policies and practices. The Partnership also reimburses the cost of formal training for those programs that are directly related to the tasks and responsibilities of the employees who perform the operations of the Partnership.

Greystone and the Partnership are committed to diversity, equity and inclusion (“DEI”). Specific Greystone DEI initiatives include formal diversity training and employee resources groups to support a diverse workforce as well as a formal DEI committee and DEI Leadership Council to lead and advise all DEI related work, events, and learning. Of the 16 employees of Greystone Manager responsible for the Partnership’s operations, three are women and one employee identifies as ethnically diverse.

Greystone Manager is responsible for filling open positions as it relates to the Partnership and considers both internal and external candidates. Greystone Manager may contract with third party search firms to identify candidates for open positions as needed.

We are a partnership for federal income tax purposes. This means that we do not pay federal income taxes on our income. Instead, our profits and losses are allocated to our partners, including the holders of Preferred Units, under the terms of the Partnership Agreement. The distributive share of income, deductions and credits is reported to our Unitholders on Internal Revenue Service (“IRS”) Schedule K-1 and Unitholders should include such amount in their respective federal and state income tax returns.

We hold certain property loans and real estate through a wholly owned subsidiary that is a “C” corporation for income tax purposes. This subsidiary files separate federal and state income tax returns and is subject to federal and state income taxes.

We consolidate separate legal entities that record and report income taxes based upon their individual legal structure which may include corporations, limited partnerships, and limited liability companies. We do not believe the consolidation of these entities for reporting under accounting principles generally accepted in the United States of America (“GAAP”) will impact our tax status, amounts reported to Unitholders on IRS Schedule K-1, our ability to distribute income to Unitholders that we believe is tax-exempt, or the current level of quarterly distributions.

All financial information in this Annual Report on Form 10-K is presented on the basis of Accounting Principles Generally Accepted in the United States of America, with the exception of identified Non-GAAP information disclosed in Item 7 of this Report.

The Partnership is a Delaware limited partnership. The affairs of the Partnership and the conduct of its business are governed by the Partnership Agreement. The Partnership maintains its principal corporate office at 14301 FNB Parkway, Suite 211, Omaha, NE 68154, and its telephone number is (402) 952-1235.

Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and other reports are filed with the SEC. Copies of our filings with the SEC may be obtained from the SEC’s website at www.sec.gov, or from our website at www.ghiinvestors.com as soon as reasonably practical after filed with the SEC. Access to these filings is free of charge. The information on our website is not incorporated by reference into this Report.

Set forth below are the risks that we believe are material to Unitholders and prospective investors. You should carefully consider the following risk factors and the various other factors identified in or incorporated by reference into any other documents filed by us with the SEC in evaluating our company and our business. The risks discussed herein can materially adversely affect our business, liquidity, operating results, prospects, financial condition and ability to make distributions to our Unitholders, and may cause the market price of our securities to decline. The risk factors described below are not the only risks that may affect us. Additional risks and uncertainties not presently known to us, or not presently deemed material by us, also may materially adversely affect our business, liquidity, operating results, prospects, financial condition and ability to make distributions to our Unitholders.

These risks are discussed more fully below and include, but are not limited to, risks related to:

We are managed by our general partner and engage in transactions with related parties.

The Partnership is managed by its sole general partner, which is controlled by affiliates of Greystone. In addition, employees of Greystone Manager are responsible for the Partnership’s operations, including the Partnership’s chief executive officer and chief financial officer. The Partnership’s general partner manages our investments, performs administrative services for us and earns administrative fees that are paid by either the borrowers related to our investment assets or by us, subject to the terms of the Partnership Agreement. The general partner does not have a fiduciary duty or obligation to any limited partner or BUC holder. Various potential and actual conflicts of interest may arise from the activities of the Partnership and Greystone and its affiliates by virtue of the fact that the general partner is controlled by Greystone. The general partner may be removed by a vote of limited partners holding at least 66.7% of outstanding limited partnership interests, voting as a single class. Such removal shall be effective immediately following the admission of a successor general partner.

We may also enter into various arrangements for services provided by entities controlled by or affiliates of Greystone. Our arrangements with Greystone and its affiliates are considered related party transactions. By their nature, related party transactions may not be considered to have been negotiated at arm’s length. These relationships may also cause a conflict of interest in other situations where we are negotiating with Greystone or its affiliates. See Note 23 of the Partnership’s consolidated financial statements for additional details.

Global economic, political and market conditions, including uncertainty about the financial stability of the United States, could have a significant adverse effect on our business, financial condition and results of operations.

Downgrades by rating agencies of the U.S. government’s credit rating or concerns about its debt and deficit levels in general, could cause interest rates and borrowing costs to rise, which may negatively impact both the perception of credit risk associated with our investment portfolio and our ability to access the debt markets on favorable terms. Interest rates have risen in recent years, and the risk that they may continue to do so is pronounced. In addition, a decreased U.S. government credit rating could create broader financial turmoil and uncertainty, which may weigh heavily on our financial performance and the market value of our BUCs.

The current global financial market situation, as well as various social and political circumstances in the U.S. and around the world, including wars and other forms of conflict, terrorist acts, security operations and catastrophic events such as fires, floods, earthquakes, tornadoes, hurricanes, adverse effects of climate crisis and global health epidemics, may contribute to increased market volatility and economic uncertainties or deterioration in the U.S. and worldwide. In particular, current military conflicts, including comprehensive international sanctions, the impact on inflation and increased disruption to supply chains may impact our counterparties with which we do business, and specifically our financing counterparties and financial institutions from which we obtain financing for the purchase of our investments, result in an economic downturn or recession either globally or locally in the U.S. or other economies, reduce business activity, spawn additional conflicts (whether in the form of traditional military action, reignited “cold” wars or in the form of virtual warfare such as cyberattacks) with similar and perhaps wider ranging impacts and consequences and have an adverse impact on the Partnership’s returns, net income, and Cash Available for Distribution (“CAD”). We have no way to predict the duration or outcome of the situation, as the conflicts and government reactions are rapidly developing and beyond our control. Prolonged unrest, military activities, or broad-based sanctions may increase our funding costs or limit our access to the capital markets.

Additionally, the U.S. government’s debt and deficit concerns, the European geopolitical and economic environment, and any continuing macroeconomic uncertainty with respect to China could cause interest rates to be volatile, which may negatively impact our ability to obtain debt financing on favorable terms. In this period of rising interest rates, our cost of funds may increase except to the extent we have obtained fixed rate debt, issued Preferred Units with a fixed distribution rate, or sufficiently hedged our interest rate risk, which hedging could reduce our net income and CAD.

We are subject to risks associated with the current interest rate environment, and changes in interest rates may affect our cost of capital and, consequently, our net income and Cash Available for Distribution.

In 2022 and 2023, the U.S. Federal Reserve raised short term interest rates by a total of 5.25% and has suggested additional interest rate increases may be possible to combat price inflation. Changing interest rates may have unpredictable effects on markets, may result in heightened market volatility and may detract from our performance to the extent we are exposed to such interest rate increases and/or volatility. In periods of rising interest rates, to the extent we borrow money subject to a variable interest rate, our cost of funds would increase, which could reduce our net income. Further, rising interest rates could also adversely affect our performance if such increases cause our borrowing costs to rise at a rate in excess of the rate that our investments yield. Further, rising interest rates could also adversely affect our performance if we hold investments with variable interest rates, subject to specified minimum interest rates (such as a Secured Overnight Financing Rate (“SOFR”) floor, as applicable), while at the same time engaging in borrowings subject to variable interest rates not subject to such minimums. In such a scenario, rising interest rates may increase our interest expense, even though our interest income from investments is not increasing in a corresponding manner as a result of such floor rates.

Further increases in interest rates may make it more costly for us to service the debt under our financing arrangements. Rising interest rates could also cause the developers of the projects we finance through MRBs, GILs, and property loans to shift cash from other productive uses to the payment of interest, which may have a material adverse effect on their business and operations and could, over time, lead to delays in construction, leasing and stabilization of properties, and corresponding increased defaults. Properties securing our MRB, GIL and property loan investments that have variable interest rates may also experience higher construction costs that may exceed established capitalized interest reserves and other contingency reserves, potentially resulting in shortfalls in contractual debt service payments. Similarly, our JV Equity Investments have variable-rate construction loans and have established capitalized interest reserves during construction. Higher interest rates may result in higher than anticipated construction costs, which may require us to contribute additional equity and/or result in ultimately lower returns during the operating period and upon sale.

We finance the purchase of a significant portion of our investment assets. As a result, our net income and CAD will depend, in part, upon the difference between the rate at which we borrow funds and the yields on our investment assets. If debt financing is unavailable at acceptable rates, we may not be able to purchase and finance additional investments at an acceptable levered return. If we have previously financed the acquisition of an investment, we may be unable to refinance such debt at maturity or may be unable to refinance at acceptable terms. If we refinance our debt at higher rates of interest, our interest expense will increase and our cash flows from operations will be reduced. We can offer no assurance that continued significant changes in market interest rates would not have a material adverse effect on our net income and CAD. In periods of rising interest rates, our cost of funds may further increase, which could reduce our net income and CAD.

Inflation risk is the risk that the value of assets or income from investments will be worth less in the future as inflation decreases the value or purchasing power of money. Inflation rates may change frequently and significantly due to various factors, including unexpected shifts in the domestic or global economy and changes in economic policies. The yields on our investments may not keep pace with inflation, which may result in losses to our Unitholders. This risk is greater for fixed-income investments with longer maturities such as our MRB investments.

Inflation could cause increases in our general and administrative costs resulting in a decrease in our operating cash flows. Inflation may also increase the operating expenses for multifamily properties securing our investment assets. Such cost increases may result in lower debt service coverage for properties related to our investments. Such cost increases may result in less distributable operating cash from our JV Equity Investments and may also result in lower property sales prices causing a reduction in distributions upon capital events. The majority of tenant leases related to multifamily investment assets are for terms of one year or less. The short-term nature of these leases generally serves to reduce the risk to the properties of the adverse effects of inflation; however, market conditions may prevent such properties from increasing rental rates in amounts sufficient to offset higher operating costs. Rental rates for set-aside units at affordable multifamily properties are typically tied to certain percentages of the area median income. Increases in area median income are not necessarily correlated to increases in property operating costs. A significant mismatch between area median income growth and property operating cost increases could negatively impact net operating cash flows available to pay debt service.

Inflation may cause increases in construction costs for properties under construction that secure our investments. Our borrowers typically enter into guaranteed maximum price contracts at closing to mitigate potential increases in construction costs. However, change orders and general cost increases could be impacted by inflation and cause cost overruns that negatively impact property performance. Inflation may cause increases to variable interest rates of our GILs and certain MRBs and property loans, increasing the cost of construction. Each property has established capitalized interest reserves as part of the construction financing structure, but such reserves may be insufficient if the interest rate is significantly higher than anticipated and may cause cost overruns, which could negatively impact the borrower’s ability to make contractual debt service payments.

Inflation typically is accompanied by higher interest rates, which could adversely impact borrowers’ ability to obtain financing on favorable terms, thereby causing a decrease in our number of investment opportunities. In addition, during any periods of rising inflation, interest rates on our variable rate debt financing arrangements would likely increase, which would tend to further reduce returns to Unitholders. Higher interest rates due to inflation may also depress investment asset values due to a decrease in demand or increasing cost of operations, such that we may record charges against earnings for asset impairments that may be material.

Our investment assets are generally illiquid and our valuation estimates are subject to inherent uncertainty.

Our investment assets are relatively illiquid that do not have active trading markets. There are no market makers, price quotations, or other indications of a developed secondary trading market for these investments. In addition, no rating has been issued on any of our investment assets. Accordingly, any buyer of these investment assets would need to perform its own due diligence prior to purchase. Our ability to sell investment assets and the price we receive upon sale, will be affected by the number of potential buyers, the number of similar securities on the market at the time, investor capitalization rates, available credit, and other market conditions. The sale of an investment could result in a loss to the Partnership.

We estimate values of our investment assets in the preparation of our financial statements. While the determination of the fair value of our investment assets generally takes into consideration data from third-party pricing services or internally developed models using commonly accepted valuation techniques, the final determination of fair values involves our judgment, and such valuations may differ from those provided by other pricing services and actual sales price for such investments. Due to the illiquid nature of our investments, valuations may be difficult to obtain, may not be reliable, or may be sensitive to assumptions used in our valuation processes. Depending on the complexity and illiquidity of an asset, valuations of the same asset can vary substantially from one market participant to another. Our results of operations, financial condition and business could be materially adversely affected if our fair value estimates are materially higher than what could actually be realized in the market.

The market value of our investment assets may be adversely impacted by increasing interest rates.

In general, the valuation of our investment assets with fixed interest rates is dependent on the relation of the stated interest rate to the market interest rate for similar assets. Increasing market interest rates will generally result in declining investment asset valuations, which may decrease the amount realized on the sale of our investments or the amount of debt financing that can be obtained from lenders, each resulting in lower net returns on our investment assets.

The receipt of contractual interest and principal payments on our debt investments will be affected by the economic results of the secured properties.

Our MRB investments require the borrower to make regular principal and interest payments during their contractual term. Although our MRB investments are issued by state or local governments, their agencies, and authorities, they are not general obligations of these governmental entities and are not backed by any taxing authority. Instead, each MRB is backed by a non-recourse obligation of the owner of the secured property and the sole source of cash to make regular principal and interest on the MRB is the net cash flow generated by the operation of the secured property and the net proceeds from the ultimate sale or refinancing of the property (except in cases where a property owner or its affiliates has provided a limited guaranty of certain payments). This makes our MRB investments subject to risks usually associated with direct investments in such properties. Defaults may occur if a property is unable to sustain net cash flow at a level necessary to pay its debt service obligations. Net cash flow and net sale proceeds from a property are applied only to debt service payments of the MRB secured by that property and are not available to satisfy debt service obligations on our other MRB investments. In addition, the value of a property at the time of its sale or refinancing will be a direct function of its perceived future profitability. Therefore, the amount of interest that we earn on our MRB investments, and whether or not we will receive the entire principal balance of the MRB investments as and when due, will depend to a large degree on the economic results of the secured properties.

We may extend property loans to properties experiencing difficulties meeting debt service requirements to avoid defaults on MRBs and protect the tax-exempt nature of MRB interest income. The property loans may be recourse or non-recourse obligations of the property owner and may not be secured by the related property. The primary source of principal and interest payments on these property loans is the net cash flow generated by these properties or the net proceeds from the sale or refinancing of these properties after payment of the related MRBs. The net cash flow from the operation of a property may be impacted by many factors as previously discussed. In addition, any payment of principal and interest is subordinate to payment of all principal and interest of the MRB secured by the property. As a result, there is a greater risk of default on a property loan than on the associated MRB. If a property is unable to pay current debt service obligations on its property loan, a default may occur. We may not be able to or do not expect to pursue foreclosure or other remedies against a property upon default of a property loan if the property is not in default on the MRB.

Our GIL investments and related property loans require regular interest payments during their contractual term. Although our GIL investments are issued by state or local governments, their agencies, and authorities, they are not general obligations of these governmental entities and are not backed by any taxing authority. Instead, each GIL is a non-recourse obligation of the owner of the secured property. In addition, certain property loans are on parity with the related GIL investments and share a first mortgage lien position on all real and personal property. Contractual interest payments during the contractual term are initially paid using capitalized interest in the property’s development budget. Once capitalized interest has been exhausted for a property, interest is payable from net operating cash flows, which is dependent to a large degree on the property’s operating results.

The net cash flow from the operation of multifamily properties is affected by many factors, including but not limited to, the number of tenants, rental and fee rates, payroll costs, operating expenses, the cost of repairs and maintenance, taxes, government regulation, competition from other similar multifamily or student residential properties, mortgage rates for single-family housing, adverse developments or conditions resulting from or associated with climate change, and general and local economic conditions. In most of the markets in which the properties securing our investment assets are located, there is significant competition from other multifamily and single-family housing that is either owned or leased by potential tenants. Lower mortgage interest rates and federal tax deductions for interest and real estate taxes make single-family home ownership more accessible to persons who may otherwise rent apartments.

The rent restrictions and occupant income limitations imposed on properties securing our MRBs and GILs may limit the revenues of such properties.

Properties securing our MRB and GIL investments are subject to certain federal, state and/or local requirements with respect to the permissible income of their tenants. Since federal rent subsidies are not generally available on these properties, tenant rents at LIHTC properties are limited to 30% of the related tenant income for the designated portion of the property’s units. The issuing state or local government, agency or authority may also impose additional rent restrictions as a condition to the allocation of LIHTCs and private activity bond volume cap. As a result, the income from these restricted rents in combination with rents on market rate units may not be sufficient to cover all operating costs of the property and debt service on our related investment assets.

There are risks related to the lease-up of newly constructed or renovated properties that may affect our debt investments secured by these properties.

We acquire MRBs, GILs and property loans to finance properties in various stages of construction or renovation. As construction or renovation is completed, these properties will move into the lease-up phase. The lease-up of these properties may not be completed on schedule or at anticipated rent levels, resulting in a greater risk of default compared to investments secured by mortgages on properties that are stabilized or fully leased. Properties may not achieve expected occupancy or debt service coverage levels. While we may require owners and their affiliates to provide certain payment guaranties during the construction and lease-up phases, we may not be able to do so in all cases or such guaranties may not fully protect us in the event a property is not leased to an adequate level of rents or economic occupancy as anticipated. In addition, Freddie Mac, through a servicer, has forward committed to purchase our GIL investments at maturity at par if the property has reached stabilization and other conditions are met. If the lease-up of the related properties is either not completed on schedule or rent levels are less than anticipated, then proceeds from Freddie Mac may be less than anticipated or fail to meet the conditions for execution of the commitment which may negatively impact the redemption of our investment. In such instances, we will pursue enforcement of payment guaranties from owners and their affiliates.

The repayment of principal of our debt investments is principally dependent upon proceeds from the sale or refinancing of the secured properties.

The principal balance of most of our MRB investments does not fully amortize by the stated maturity dates such that there is a lump-sum “balloon” payment due at maturity. The ability of the property owners to repay the MRBs with balloon payments is dependent upon their ability to sell the properties securing our MRBs or obtain adequate refinancing proceeds. The MRBs are not personal obligations of the property owners, and we rely solely on the value of the properties securing these MRBs for collection. Accordingly, if an MRB goes into default, our only recourse is to foreclose on the underlying property. If the value of the underlying property securing the MRB is less than the outstanding principal balance plus accrued interest on the MRB, we will incur a loss.

Our GIL investments and related property loans require only interest payments during their contractual term, so all principal is due at the end of the contractual term. The GILs are primarily repaid through a conversion to permanent financing pursuant to a forward commitment from Freddie Mac, through a Freddie Mac-approved seller/servicer. Freddie Mac will purchase each of our GILs once certain conditions are met, at a price equal to the outstanding principal plus accrued interest and convert the GIL into a Freddie Mac Tax Exempt Loan (“TEL”) financing. The execution of Freddie Mac’s forward commitments is dependent on completion of construction and various other conditions that each property must meet. If such conditions are not met, then Freddie Mac is not required to purchase the GIL and we will pursue collection via other means. Alternatively, Freddie Mac may purchase the GIL in an amount lower than par, which would then require the borrower to use additional sources to repay the principal on our GIL investment. The property loans related to our GILs are primarily to be repaid from future equity contributions by investors and other forward financing commitments provided by various parties. If Freddie Mac is not required to purchase the GIL and payment of the property loans from available sources is not made, the GIL and property loan will default and our recourse is to foreclose on the underlying property. We will also enforce our available recourse guaranty provisions against affiliates of the borrower. If the value of the property is less than the outstanding principal balance plus accrued interest on the GIL and related property loan, and we are unable to recoup any shortfall through enforcement of guaranties against affiliates of the borrower, then we will incur a loss. If there is a default, we are entitled to the borrower's original allocation of LIHTCs, which we can monetize through sales to third party investors. The value of LIHTCs is dependent on market demand and the underlying property’s ability to cover debt service during the permanent financing phase, which is uncertain.

We are subject to various risks associated with our debt investments secured by seniors housing and skilled nursing properties.

We have acquired MRB investments and property loans secured by seniors housing and skilled nursing properties. By their nature, such properties have different operational and financial risks than traditional affordable multifamily properties that may negatively impact a property’s ability to pay contractual debt service on our MRB or property loan investment. Such differences will also impact the availability and cost of debt financing associated with such investments.

The net cash flow from the operation of a seniors housing property is affected by many factors, including but not limited to, the number of tenants, rental rates, service revenues, payroll costs, operating expenses, the cost of repairs and maintenance, taxes, government regulation, competition from other seniors housing properties, the availability of alternative housing options such as single-family housing, adverse developments or conditions resulting from or associated with climate change, and general and local economic conditions. In most of the markets in which the properties securing our investment assets are located, there is significant competition from other multifamily and single-family housing that is either owned or leased by potential tenants.

The net cash flow from the operation of a skilled nursing property is affected by many factors, including but not limited to, the number of patient care days, patient acuity mix, patient payor mix and insurance reimbursement rates, availability and cost of nurses and staff, costs of care, general operating expenses, the cost of repairs and maintenance, taxes, government regulation, competition from similar properties, adverse developments or conditions resulting from or associated with climate change, and general and local economic conditions. Many such properties are reliant on relationships with physician and hospital networks for patient referrals and support, a lack of which could negatively impact operating results.

There are various risks associated with our JV Equity Investments including, but not limited to, risks normally associated with the ownership of such multifamily real estate, sales or refinancing, third-party property management, and variable interest costs.

Our JV Equity Investments represent equity investments in entities created to develop, construct and operate market-rate multifamily and seniors housing rental properties. We are entitled to certain distributions under the terms of the property-specific governing documents based on the availability of cash to pay such distributions. The only sources of cash flows for such distributions are either the net cash flows from the operation of the property, the cash proceeds from a sale of the property, or proceeds from permanent financing in the form of an MRB, a commercial loan or other structures. The net cash flow from property operations for multifamily or seniors housing properties are subject to the same risks of ownership as previously discussed in this Item 1A. Sale proceeds are primarily dependent upon the value of a property to prospective buyers at the time of its sale, which may be impacted by, including but not limited to, the operating results of the property, market cap rates, local market conditions and competition, and interest rates on mortgage financing. Recent increases in market interest rates and increases in market cap rates have and may continue to put downward pressure on property sales prices. If there are no net cash flows from operations or insufficient proceeds from a sale or a refinancing event, we are unlikely to receive distributions from our investments and we may be unable to recover our investments in these entities.

Our JV Equity Investments are passive in nature with operational oversight of each property controlled by our respective joint venture partner, as managing member, according to the entity’s operating agreement. We have the ability to remove the managing member under certain circumstances under the operating agreements. The properties are predominately managed by a property management company affiliated with our joint venture partner. Decisions on when to sell an individual property are made by our joint venture partner based on its view of the local market conditions and current leasing trends, so we have limited influence on the operating policies and procedures for the JV Equity Investments. If we choose to remove the managing member, then we will become the economic owner of the property and will consolidate the property in our consolidated financial statements, which will impact our reported results of operations.

The construction of the properties underlying our JV Equity Investments is dependent on obtaining construction loans from financial institutions that finance approximately 55% to 75% of the total cost of development with terms ranging from three to five years. Such construction loans typically bear interest at variable rates indexed to SOFR and are subject to interest rate risk. The development budget for each property includes a capitalized interest component, which may be insufficient if interest rates increase beyond expectations. In such instances, we may contribute additional equity to the property to cover any capitalized interest shortfalls, which may negatively impact our return on investment.

Each construction loan is subject to certain positive and negative covenants that, if not met, could result in a default on the construction loan. In the event of default, we may, either individually or collectively, contribute additional equity to cure a default on behalf of the borrower, remove the managing member, or arrange for alternative financing that may be at less economical rates. In all cases, our return on investment will likely be lower than if a default had not occurred.

There are risks related to the construction of properties underlying our investment assets.

Our various investments are related to new construction or acquisition/rehabilitation of affordable multifamily properties, seniors housing properties, skilled nursing facilities, and market-rate multifamily rental properties. Construction of such properties generally takes 18 to 36 months to complete. There is a risk that construction of the properties may be substantially delayed or never completed for many reasons including, but not limited to, (i) insufficient financing to complete the project due to underestimated construction costs or cost overruns; (ii) failure of contractors or subcontractors to perform under their agreements; (iii) availability of construction materials and appliances; (iv) inability to obtain governmental approvals; (v) labor disputes; and (vi) adverse weather and other unpredictable contingencies beyond the control of the developer. While we may mitigate some of these risks by obtaining construction completion guaranties from developers or other parties and/or payment and performance bonds from contractors, we may not be able to do so in all cases, or such guaranties or bonds may not fully protect us in the event a property is not completed. In other cases, we may decide to forego certain types of available security if we determine that the security is not necessary or is too expensive to obtain in relation to the risks covered.

If a property is not completed on time or costs more to complete than anticipated, it may cause us to receive less than the full amount of interest owed to us on our debt investments or otherwise result in a default. In such case, we may be forced to foreclose on the incomplete property and sell it in order to recover the principal and accrued interest on our investments, resulting in losses. Alternatively, we may decide to finance the remaining construction of the property, in which event we will need to invest additional funds into the property, either as equity or a property loan. Our returns on these additional investments would be taxable to our

Unitholders. Also, if we foreclose on a property, we will no longer receive interest on the debt investments secured by the property. The overall return to us from our investment in this circumstance is likely to be less than if the construction had been completed on time and within budget.

As it relates to our JV Equity Investments, if a property is not completed or costs more to complete than anticipated, it may cause us to receive a lower distribution than expected. Furthermore, we may be prevented from receiving a return on our investments or recovering our initial investment, which would adversely affect our results of operations.

Conditions in the low income housing tax credit markets due to known or potential changes in U.S. corporate tax rates may increase our cost of borrowing, make financing difficult to obtain or restrict our ability to invest in MRB and other investments, each of which may have a material adverse effect on our results of operations and our business.

Many of our debt investments are associated with syndicated partnerships formed to receive allocations of LIHTCs. Conditions in the low income housing tax credit market due to changes in the U.S. corporate tax rates have previously had, and may in the future have, an adverse impact on our cost of borrowings and may also restrict our ability to make additional investments. These conditions, as well as the cost and availability of financing has been, and may continue to be, adversely affected in all markets in which we operate. Concern about the stability of the low income housing tax credit markets has led many lenders and institutional investors to reduce, and in some cases cease providing, funding to borrowers and our access to debt financing may be adversely affected. Changes in the U.S. tax rates, and the resulting impacts to the low income housing tax credit market, may limit our ability to replace or renew maturing debt financing on a timely basis, may impair our ability to acquire new investments and may impair our access to capital markets to meet our liquidity and growth strategies which may have an adverse effect on our financial condition and results of operations.

There are various risks associated with our commitments to fund investments on a draw-down or forward basis.

We have committed to advance funds for various investments on a draw-down basis during construction. We may also forward commit to purchase MRBs at a future date, contingent upon stabilization of an affordable multifamily rental property. Our gross outstanding investment commitments were approximately $366.4 million as of December 31, 2023. We believe our liquidity sources and debt financing arrangements are sufficient to fund our current investment commitments over time. However, if circumstances change such that our traditional liquidity sources and debt financing arrangements are insufficient, we may need to obtain funds from other sources, including, but not limited to, alternative financing arrangements, sales of assets, or raise additional capital. This could negatively impact our results of operations through higher costs or lower investment returns. We cannot assure you that we will have access to adequate equity or debt capital on favorable terms (including, without limitation, cost, advance rates, and term) at the desired times, or at all, which may cause us to curtail our new investment activities and/or dispose of assets, which could materially adversely affect our operating cash flows and results of operations.

If we acquire ownership of properties securing our investment assets through foreclosure or otherwise, we will be subject to all the risks normally associated with the ownership of such properties.

We may acquire ownership of multifamily, seniors housing or skilled nursing properties securing our debt investments in the event of a default, which will subject us to all the risks normally associated with the ownership and operation of such properties. Such risks include, but are not limited to, declines in property values, occupancy and rental rates, increases in operating expenses, and the ability to finance or refinance related debt, if needed. We may also be subject to government regulations, natural disasters, and environmental issues, any of which could have an adverse effect on our financial results, cash flows and our ability to sell the properties.

Properties related to our MRB investments and JV Equity Investments are geographically concentrated in certain states.

The properties securing our MRB investments are geographically dispersed throughout the United States, with significant concentrations in Texas, California, and South Carolina. Such concentrations expose us to potentially negative effects of local or regional economic downturns, which could prevent us from collecting principal and interest on our investments.

Eight of our 12 JV Equity Investments as of December 31, 2023 are related to market-rate multifamily properties in Texas. In addition, one JV Equity Investment for a property in Texas is reported as a consolidated VIE as of December 31, 2023. Such concentration exposes us to potentially negative effects of local or regional economic downturns, which could prevent us from realizing returns on our investments and recovery of our investment capital.

Our investments in certain asset classes may be concentrated with certain developers and related affiliates.

We typically source our investment assets through our relationships with multifamily property developers. There are concentrations with certain developers with our MRB, GIL, property loan, and JV Equity Investment asset classes. The developers and their affiliates manage the construction and operations of the underlying properties. Though our investment assets are not cross collateralized with each other, management or other issues with an individual developer or its affiliates may impact multiple investment assets associated with the developer, resulting in potential lower debt service coverage, and investment or asset impairments.

Recourse guaranties related to our GIL investments and property loans are concentrated in certain entities.

Two entities, which are affiliates of one of our developer relationships, have provided limited-to-full payment guaranties of the principal and interest for five of our GIL investments and six property loans. The guarantor affiliates are required to meet certain net worth and liquidity covenants during the term of the guaranties. However, significant defaults resulting in enforcement of guaranties against the two entities will negatively impact our ability to enforce our guaranties in the event of multiple defaults on our GIL and property loan investments.

There is risk that a third-party developer that has provided guaranties of preferred returns on our Vantage JV Equity Investments may not perform.

A third-party guarantor has provided a guaranty of preferred returns on each of our Vantage JV Equity Investments through the fifth anniversary of construction commencement, up to a maximum amount for each investment. If the underlying market-rate multifamily rental properties do not generate sufficient cash proceeds, either through net cash flows from operations or upon a sale event or refinancing, then we can enforce the guaranty against the guarantor. If the guarantor is unable to perform on the guaranty, we may be prevented from realizing the returns earned on our Vantage JV Equity Investments during the guaranty period, which will result in the recognition of losses.

Our reserves for credit losses are based on estimates and may prove inadequate, which could have a material adverse effect on our financial results.

We periodically review our investments for impairment based on currently effective GAAP accounting guidance. The recognition of other-than-temporary impairment, provisions for credit losses, provisions for loan loss are subject to a considerable degree of judgment, the results of which, when applied under different conditions or assumptions, could have a material impact on the Partnership’s consolidated financial statements. Realized impairments and losses may differ from our current estimates and could negatively impact the Partnership’s financial condition, cash flows, and reported earnings and could be caused by various factors, including, but not limited to, unanticipated adverse changes in the economy or events adversely affecting specific assets, borrowers, or markets in which our borrowers or their properties are located.

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (collectively with related ASUs, the “CECL Standard”) and was adopted by Partnership on January 1, 2023. The CECL standard replaced the incurred loss impairment methodology with a methodology that reflects current expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. We determined that our GIL investments, taxable GIL investments, property loans, receivables reported within other assets, financial guaranties, financial commitments, and interest receivable related to such assets, will be within the scope of the CECL Standard. The measurement of expected credit losses is based on information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. This measurement takes place at the time the financial asset is first added to the balance sheet and updated quarterly thereafter. This differs from the prior incurred loss impairment methodology, which delays recognition until it is probable a loss has been incurred. Accordingly, the CECL Standard materially affects how we determine our allowance for credit losses and resulted in an increase in our allowance. Moreover, the CECL model has resulted in more volatility in the level of our allowance and provision for credit losses. If we are required to materially increase our level of allowance for credit losses, such increase may affect our results of operations, financial condition, and business. Because our methodology for determining CECL allowances may differ from the methodologies employed by other companies, our CECL allowances may not be comparable with the CECL allowances reported by other companies.

Properties related to our investment assets may not be completely insured against damages from natural disasters.

If a property underlying an investment asset was to be damaged by a natural disaster, such as a hurricane, earthquake, major storm or wildfire, the amount of uninsured losses could be significant, and the property owner may not have the resources to fully rebuild the property. In addition, the damage to a property may result in all or a portion of the rental units not being rentable for a period of time. If a property owner does not carry rental interruption insurance, the loss of rental income would reduce the cash flow available to pay principal and interest on MRBs, GILs and property loans secured by these properties. In addition, the property owner could also lose their LIHTCs if the property was not repaired. A loss of rental income would also reduce the cash available for our JV Equity Investments to pay us distributions.

The properties related to our investment assets may be subject to liability for environmental contamination which could increase the risk of default or loss on our investment.

The owner or operator of real property may become liable for the costs of removal or remediation of hazardous substances released on its property. Various federal, state and local laws often impose such liability without regard to whether the owner or operator of real property knew of, or was responsible for, the release of such hazardous substances. We cannot assure that the properties related to our investment assets are or will not be contaminated. The costs associated with the remediation of any such contamination may be

significant and may exceed the value of a property or result in the property owner defaulting on the MRB, GIL or property loan secured by the property or otherwise result in a loss of our investment in the property.

We are subject to reinvestment risk from maturities and prepayments of our investment assets.

Our MRB investments may have optional call dates that can be exercised by either the borrower or the Partnership that are earlier than the contractual maturity at either par or premiums to par. In addition, our GIL investments and most property loans are prepayable at any time without penalty. Borrowers may choose to redeem our investments if prevailing market interest rates are lower than the interest rate on our investment assets or for other reasons. During periods of low prevailing interest rates, the interest rates we earn on new interest-bearing assets we acquire may be lower than the interest rates on our existing portfolio of interest-bearing assets. In order to maintain or grow our investment portfolio size and earnings, we must reinvest repayment proceeds in new investment assets. New investment opportunities may not generate the same leveraged returns as our current investment assets such that our reported operating results may decline over time. We typically source our MRB and GIL investment opportunities through our relationships with multifamily property developers. Though we have a variety of property developer relationships, we cannot assure that such developers will continue to generate additional investment opportunities or that we will be awarded future investment opportunities due to various factors, including but not limited to, investment terms offered by our competitors.

Similarly, we are subject to reinvestment risk on the return of capital from redemption of our JV Equity Investments. Our initial equity contributions are returned upon sale of the underlying properties, at which time we will reinvest the capital into new JV Equity Investment or other investments. New investment opportunities may not generate the same returns as our prior investments due to factors including, but not limited to, increasing competition in the development of market-rate multifamily rental properties, rising interest rates and increasing construction costs. Lower returns on new investment opportunities will result in declining operating results over time. The majority of our JV Equity Investments to date have been sourced through the Vantage developer group. During 2022 and 2023, we closed JV Equity Investments with three other developer groups. Though we have increased the number of development relationships, we cannot ensure that we will be presented with additional investment opportunities from these development groups in the future, which could negatively impact our ability to redeploy capital or achieve continuing investment returns. We continually evaluate opportunities with other developer groups, but we cannot ensure that such opportunities will materialize or, if identified, result in returns similar to our past JV Equity Investments.

Adverse developments affecting the banking industry, such as actual events or concerns regarding bank failures, liquidity, defaults, or non-performance by financial institutions, could adversely affect our current and projected business operations and our financial condition and results of operations.

Events occurring in 2023 involving bank failures, reduced or limited liquidity within the banking industry, defaults, non-performance, and other adverse developments affecting financial institutions or other companies within the financial services industry generally, or concerns or rumors regarding any of these types of events, led to market-wide disruptions and dislocations, and may in the future lead to further liquidity constraints affecting the banking industry. In particular, during 2023, Silicon Valley Bank, Signature Bank, and First Republic Bank were taken over by the FDIC as receiver. Although we did not have any cash or cash equivalent balances on deposit with Silicon Valley Bank, Signature Bank or First Republic Bank, and we did not have any borrowing relationships with these banks, investor concerns regarding the U.S. or international banking industries could result in less favorable commercial financing terms, including higher interest rates or costs and tighter financial and operating covenants, or systemic limitations on access to credit and liquidity sources, thereby making it more difficult for us to acquire financing on acceptable terms or at all. Any decline in available funding or access to our cash and liquidity sources could, among other risks, adversely impact our ability to meet our operating expenses, contractual funding commitments, and other financial obligations. Any of these impacts, or any other impacts resulting from the factors described above or other related or similar factors not described above, could have a material adverse impact on our liquidity and our current and/or projected business operations, financial condition, and results of operations.

Our investment strategy involves significant leverage, which could adversely affect our financial condition and results of operations.

We typically fund a portion of investment assets with debt financing or other borrowing arrangements. To the extent that income derived from such leveraged assets exceeds our interest expense, hedging expense and other costs of the financing, our net income will be greater than if we had not borrowed funds and had not invested in such assets on a leveraged basis. Conversely, if the income from our investment does not sufficiently cover the interest expense, hedging expense and other costs of the financing, our net income will be less or our net loss will be greater than if we had not borrowed funds. Because of the credit and interest rate risks inherent in our investment strategies, we closely monitor the leverage of our investment portfolio. From time to time, our leverage ratio may increase or decrease due to several factors, including changes in the value of the underlying portfolio, changes in investment allocations and the timing and amount of new investments.

Our access to financing sources, which may not be available on favorable terms, or at all, may be limited, and our lenders and derivative counterparties may require us to post additional collateral which may materially impact our financial condition and results of operations.

Our ability to fund our operations, meet financial obligations, and finance targeted investment opportunities may be impacted by an inability to secure and maintain debt financing from current or potential future lenders. Our lenders are primarily large global financial institutions or regional commercial banks, with exposure both to global financial markets and to more localized economic conditions. Whether because of a global or local financial crisis or other circumstances, such as if one or more of our lenders experiences severe financial difficulties, they or other lenders could become unwilling or unable to provide us with financing, could increase our retained interests required for such financing, or could increase the costs of financing.

In addition, if there is a contraction in the overall availability of debt financing for our investment assets, including if the regulatory capital requirements imposed on our lenders change, our lenders may significantly increase the cost of the financing that they provide to us, or increase the amounts of collateral they require as a condition to providing us with financing. Our lenders may revise their eligibility requirements for the types of investment assets that they are willing to finance or the terms of such financing arrangements, including increases in our retained interest requirements, based on, among other factors, the regulatory environment and their management of actual and perceived risk.

Moreover, the amount of financing that we receive under our financing agreements will be directly related to our lenders’ valuation of the financed assets subject to such agreements. If a lender’s valuations for individual asset classes are lower than expected, the advance rate from the lender will be lower resulting in a net increase in our retained interests in the overall transaction and cause a decrease in our leveraged returns. Consequently, depending on market conditions at the relevant time, we may have to rely on additional equity issuances to meet our capital and financing needs, which may be dilutive to our Unitholders, or we may have to rely on less efficient forms of debt financing at higher costs thereby reducing our operating cash flows, net income and CAD, and reducing our funds available to make additional investments.

There are risks associated with debt financing programs that involve securitization of our investment assets.

We obtain debt financing through various securitization programs related to our investment assets. The terms of these securitization programs differ, but in general require our investment assets be placed into a trust or other special purpose entity that issues senior securities to unaffiliated investors while we retain a residual interest. The trust administrator receives all the principal and interest payments from the underlying assets and distributes proceeds to holders of the various security interests. The senior securities are paid contractual principal and interest at a variable or fixed rate, depending on the terms of the security. As the holder of the residual interest, we are entitled to any remaining principal and interest after payment of all trust-related fees (i.e. trustee fees, remarketing agent fees, liquidity provider fees, credit enhancement fees, etc.). Specific risks generally associated with these asset securitization programs include the following:

Changes in interest rates can adversely affect the cost of the asset securitization financing.

The interest rates payable on certain senior securities are variable. The senior securities associated with our M33 TEBS and TOB trust securitizations have variable interest rates that reset on a weekly or daily basis. The interest rates are determined by the respective remarketing agents based on the rate third party purchasers are willing to receive to purchase the senior securities at par. Changes in such rates are generally, though not always, consistent with movements in market interest rate indices. In addition, because the senior securities may be tendered back to the trust, causing the trust to remarket the senior securities from time to time, an increase in interest rates may be required in order to successfully remarket these securities. Any increase in the interest rate payable on the senior securities will cause an increase in our interest expense and decrease the amount of residual cash flows available to us. Higher short-term interest rates will reduce, and could even eliminate, the return on our residual interests.

Payments on our residual interests are subordinate to payments on the senior securities and to payment of all trust-related fees.

Our residual interests are subordinate to the senior securities and payment of all trust-related fees. As a result, none of the interest received by such a trust will be paid to us as the holder of a residual interest until all payments currently due on the senior securities and trust expenses have been paid in full. As the holder of residual interests in these trusts, we can look only to the cash flow of the trust remaining after payment of these senior obligations for payment on our residual interests. No third party guarantees the payment of any return to be received on our residual interests.

Termination of an asset securitization financing may occur under certain circumstances and could result in the liquidation of the securitized assets resulting in losses.

In general, the trust or other special purpose entity formed for an asset securitization financing can terminate for many different reasons relating to issues with the assets or issues with the trust itself. Potential termination triggers related to the securitized assets include non-payment of debt service or other defaults or a determination that the interest on the assets is taxable. Potential termination triggers related to a trust include a downgrade in the investment rating of the trust credit enhancer, a ratings downgrade of the liquidity provider for the trust, increases in short term interest rates in excess of the interest paid on the underlying assets, an inability to remarket the senior securities, or an inability to obtain credit or liquidity support for the trust. In each of these cases, the trust will be terminated and the securitized assets held by the trusts will be sold. If the proceeds from the sale of the trust collateral are not sufficient to pay the principal amount of the senior securities plus accrued interest and all trust-related expenses then, we will be required, through our guaranty of the trusts, to fund any such shortfall. We may lose our investment in the residual interest and, except for our TEBS financings and TEBS Residual Financing, realize additional losses to fully repay the senior trust obligations.

An insolvency or receivership of the program sponsor could impair our ability to recover the assets and other collateral pledged in connection with a bond securitization financing.

In the event the sponsor of an asset securitization financing program becomes insolvent, it could be placed in receivership. In that situation, it is possible that we may not be able to recover the investment assets or other collateral pledged in connection with the securitization financing or that we will not receive all payments due on our residual interests.

We may be required to post additional collateral if the securitized investment assets and related derivative instruments experience declines in value.

We may be required to post collateral, typically in cash, related to the TOB trusts and derivative instruments with Mizuho and Barclays as our counterparties. The amount of collateral posting required is dependent on the valuation of the investment assets and related derivative instruments in relation to thresholds set by the lenders on each business day.

During 2023, we were required to post net additional collateral totaling $9.6 million with Mizuho due to declines in the value of our fixed interest rate investment assets funded with TOB trusts resulting from generally rising market interest rates. We satisfied all collateral calls using unrestricted cash on hand. Continuing volatility in market interest rates and potential deterioration of general economic conditions may cause the value of our investment assets to decline and result in the posting of additional collateral in the future. The valuation of our interest rate swaps move inversely with the change in valuation of our investment assets, so the change in valuation of our interest rate swaps partially offset the change in value of our investment assets when determining the amount of collateral posting requirements. However, such relationships may diverge in the near term, which may result in us being required to post collateral with Mizuho. Our total cash collateral posted at Mizuho was approximately $9.6 million and our net aggregate exposure, as calculated by Mizuho, was approximately zero as of December 31, 2023. If the value of the Partnership’s net aggregate position with Mizuho decreases then we will be required to post cash collateral for the net negative exposure. As of December 31, 2023, our positions with Mizuho subject to daily valuation adjustment consist of $378.1 million of fixed rate MRBs, $41.0 million variable rate MRBs and taxable MRBs, $128.6 million of variable rate GILs and taxable GILs, $12.1 million of fixed rate GILs, $47.2 million of variable rate property loans, $21.5 million of fixed rate property loans, and $295.5 million notional balance of interest rate swaps. Potential changes in the value of our variable rate assets are primarily driven by market credit spreads, not changes in the absolute level of market interest rates, such that valuations are typically at or near par.

We were not required to post any additional collateral with Barclays during 2023. Our net aggregate exposure, as calculated by Barclays, was in favor of the Partnership in an amount of approximately $6.3 million as of December 31, 2023. If the value of the Partnership’s net aggregate position with Barclays decreases over $6.3 million then we will be required to post cash collateral for the net negative exposure. Our positions subject to daily valuation adjustment consist of $24.6 million of fixed rate MRBs, $49.2 million of fixed rate GILs and taxable GILs, $52.3 million of variable rate GILs, $30.2 million of variable rate property loans, and $12.8 million notional balance of an interest rate swap. Potential changes in the value of our variable rate assets are primarily driven by market credit spreads, not changes in the absolute level of market interest rates, such that valuations are typically at or near par.

There is risk that we will not meet financial covenants, non-financial covenants and risk retention requirements.

We are subject to various financial and non-financial covenants according to our ISDA master agreements with Mizuho and Barclays. Such covenants included, but are not limited to, maintaining minimum partners’ capital balances, certain limits on declines in net assets over specified time periods, certain limitations on leverage, and requiring that the BUCs remain listed on a national securities exchange, such as the NYSE. Failure to comply with these covenants could result in an event of default, termination of the trust securitizations, acceleration of all amounts owed, and generally would give the counterparty the right to exercise certain other remedies under the ISDA master agreements. Further, certain of our ISDA master agreements have cross-default, cross-acceleration or similar provisions, such that if we were to violate a covenant under one trust securitization, that violation could lead to defaults, accelerations, or other adverse events under other trust securitizations and lines of credit as well.

Certain regulations related to our TOB trust securitizations require that we maintain a minimum economic interest in the residual and/or senior securities issued by the trust. Declines in the value of the securitized assets below certain levels will require us to purchase senior securities to satisfy our minimum risk retention requirements, which will negatively impact our liquidity and leveraged returns.

We purchase derivative instruments to either (i) mitigate our exposure to rising interest rates through interest rate swaps and caps, or (ii) provide financing through total return swaps. There is no assurance these instruments will fully insulate us from any adverse financial consequences resulting from rising interest rates. In addition, our risks from derivative instruments include the following:

We report our derivative instruments at fair value on our financial statements with changes recorded in current earnings which can be significant in periods of high interest rate volatility such as during 2022 and 2023. Further interest rate volatility may result in significant period to period volatility in our reported net income over the term of the derivative instruments.

We retain commitments to advance drawdown funds on reference assets associated with our total return swap arrangements at par. If the fair value of the reference assets is below par, we will recognize losses upon funding of the commitments and such losses may not be recovered upon termination of the total return swap arrangements.

We are subject to various risks associated with our secured line of credit arrangements.

We have two secured line of credit facilities that we utilize as temporary financing for our investment acquisitions and for general working capital needs. Balances on our secured line of credit facilities are secured by certain investment assets pledged as collateral. We are subject to certain financial and non-financial covenants, which if not maintained, will cause a default and acceleration of amounts due, negatively impacting our liquidity. Furthermore, declines in collateral values may trigger requirements that we repay balances or a portion of balances early or limit the amount that can be drawn under a borrowing base calculation for one of the facilities. One of our secured line of credit facilities has a deficiency guaranty provided by an affiliate, Greystone Select Incorporated (“Greystone Select”), and is subject to various financial and non-financial covenants. A covenant default by Greystone Select will trigger a default on our obligations under the line of credit facility supported by Greystone Select and accelerate amounts owed to the lenders.

Cash distributions related to BUCs may change at the discretion of the Partnership’s general partner.

The amount of the cash per BUC distributed by the Partnership may increase or decrease at the sole determination of the Partnership’s general partner based on its assessment of the amount of cash available to us for this purpose, as well as other factors it deems to be relevant. We may supplement our cash available for distribution with unrestricted cash. If we are unable to generate sufficient cash from operations, we may need to reduce the level of cash distributions per BUC from current levels. In addition, there is

no assurance that we will be able to maintain our current level of annual cash distributions per BUC even if we complete our current investment plans. Any change in our distribution policy could have a material adverse effect on the market price of our BUCs.

Sustained high levels of inflation may cause the real value of distributions on our BUCs and Preferred Units to decline.

Inflation risk is the risk that the value of income from investments will be worth less in the future as inflation decreases the value or purchasing power of money. In recent years, inflation has increased to its highest level in decades. During the second half of 2023, inflation rates have declined compared to 2021 and 2022, but some inflation measures remain elevated. If inflation levels continue to remain elevated, the real value of our BUCs and Preferred Unit distributions may decline.

Any future issuances of additional BUCs could cause the market value of all outstanding BUCs to decline.

We may issue additional BUCs from time to time to raise additional equity capital. The issuance of additional BUCs will cause dilution of the existing BUCs and may cause a decrease in the market price of the BUCs.

Certain rights of our BUC holders are limited by and subordinate to the rights of the holders of our Series A Preferred Units, Series A-1 Preferred Units and Series B Preferred Units, and these rights may have a negative effect on the value of the BUCs.

The holders of our Preferred Units, and any other class or series of Partnership interests or securities, including debt securities, we may issue in the future that are expressly designated as ranking senior to the BUCs, have rights with respect to anticipated quarterly distributions and rights upon liquidation, dissolution, or the winding-up of the Partnership’s affairs which are senior to those of the holders of BUCs. In addition, upon a liquidation, lenders with respect to our borrowings and potential debt securities will be entitled to receive our available assets prior to any distributions to the holders of our Preferred Units and BUCs. The holders of our Preferred Units also have the right to have their units redeemed by the Partnership under certain circumstances. The existence of these senior rights and preferences may have a negative effect on the value of the BUCs.

The voting rights of a holder of Preferred Units are extremely limited. Our BUCs are the only class of our partnership interests carrying full voting rights.

The Partnership’s general partner has the authority to declare cash distributions related to the Preferred Units.

The holders of Preferred Units are entitled to receive non-cumulative cash distributions, when, as, and if declared by the Partnership’s general partner, out of funds legally available therefor, at stated annual rates. Under the terms of the Partnership Agreement, the Partnership’s General Partner has the authority, based on its assessment of the amount of cash available to us for distributions, not to declare distributions to the holders of the Preferred Units.

Under certain circumstances, holders of the Preferred Units may have to repay amounts wrongfully returned or distributed to them. Under Section 17-607 of the Delaware Revised Uniform Limited Partnership Act, we may not make a distribution if the distribution would cause the Partnership’s liabilities to exceed the fair value of its assets. Liabilities to partners on account of their partnership interests and liabilities that are non-recourse to the Partnership are not counted for purposes of determining whether a distribution is permitted.

Delaware law provides that for a period of three years from the date of an impermissible distribution, limited partners who received the distribution and who knew at the time of the distribution that it violated Delaware law will be liable to the limited partnership for the distribution amount. A purchaser of Preferred Units who becomes a limited partner is liable for the obligations of the transferring limited partner to make contributions to the Partnership that are known to such purchaser of Preferred Units at the time it became a limited partner and for unknown obligations if the liabilities could be determined from our Partnership Agreement.

Under the terms of the Series A, Series A-1 and Series B Preferred Units, upon the sixth anniversary of the closing of the sale to an investor, and upon each anniversary thereafter, each holder of such Preferred Units will have the right, but not the obligation, to cause the Partnership to redeem, in whole or in part, the units held by such holder at a per unit redemption price equal to $10.00 per unit plus an amount equal to all declared and unpaid distributions thereon to the date of redemption. Holders of the Preferred Units must provide written notice to the General Partner of their intent to redeem at least 180 days prior to the redemption date. In addition, if the General Partner determines that the ratio of the aggregate market value of issued and outstanding BUCs to the aggregate value of issued and outstanding Series A Preferred Units and Series A-1 Preferred Units has fallen below 1.0 and has remained below 1.0 for a period of 15

consecutive business days, then each holder of Series A, Series A-1 and Series B Preferred Units will have the right to redeem, in whole or in part, the Preferred Units held by such holder at a per unit redemption price equal to $10.00 per unit plus all declared and unpaid distributions thereon to the date of redemption. If such redemptions occur, we will be required to fund redemption proceeds using, including, but not limited to, our general secured line of credit, cash on hand, alternative financing, or the sale of assets. Such actions may limit our ability to make additional investments with accretive returns and may negatively impact our results of operations through higher costs or lower investment returns. If we do not have sufficient funds available to fulfill these obligations, we may be unable to satisfy an investor’s redemption right.

In October 2023, the holder of $10.0 million of Series A Preferred Units provided notice of its intent to redeem its investment and we anticipate paying redemption proceeds of $10.0 million in March 2024.

The assets held by the Partnership may not be considered qualified investments under the Community Reinvestment Act (“CRA”) by the bank regulatory authorities.

In most cases, “qualified investments” are required to be responsive to the community development needs of a financial institution’s delineated CRA assessment area or a broader statewide or regional area that includes the institution’s assessment area. For an institution to receive CRA credit with respect to the Partnership’s Preferred Units, the Partnership must hold CRA qualifying investments that relate to the institution’s CRA assessment area.

As defined in the CRA, qualified investments are any lawful investments, deposits, membership shares, or grants that have as their primary purpose community development. The term “community development” is defined in the CRA as: (1) affordable housing (including multifamily rental housing) for low- to moderate-income individuals; (2) community services targeted to low- or moderate-income individuals; (3) activities that promote economic development by financing businesses or farms that meet the size eligibility standards of 13 C.F.R. §121.802(a)(2) and (3) or have gross annual revenues of $1 million or less; or (4) activities that revitalize or stabilize low- or moderate-income geographies, designated disaster areas, or distressed or underserved non-metropolitan middle-income geographies designated by the federal banking regulators.

In June 2020, the OCC adopted amendments to its CRA regulations that resulted in the financial institutions for which it is the primary federal regulator (i.e., national banks and federal savings associations) to be subject to different CRA standards than those that apply to the state-chartered banks for which either the FDIC or FRB is the primary federal regulator. The OCC’s 2020 regulations, among other things, replaced the term “qualified investments” with “community development investments,” which the regulation defined to include lawful investments or legally binding commitments to invest that are reported on the Call Report, Schedule RC–L that meet the expanded community development “qualifying activities” criteria in the rule.

Parts of this June 2020 amendment to the OCC’s CRA regulations became effective on October 1, 2020, but the more material provisions would not have taken effect until January 1, 2023 or January 1, 2024. On September 8, 2021, the OCC issued a proposal to rescind its June 2020 final rule and replace it with a rule largely based on its CRA regulations that existed prior to the adoption of its June 2020 amendments. The OCC stated in the preamble to this proposal that it intended to align its CRA rules with the FRB’s and FDIC’s CRA rules, and thereby reinstitute the regulatory uniformity for all insured depository institutions that existed prior to the OCC’s adoption of its June 2020 rule. On December 14, 2021, the OCC adopted a final rule implementing these changes to its CRA regulations, which became effective on January 1, 2022.

Investments are not typically designated as qualifying investments by the OCC, FRB or FDIC at the time of issuance. Accordingly, the General Partner must evaluate whether each potential investment may be a qualifying investment with respect to a specific Unitholder. The final determinations that Partnership units are qualifying investments are made by the OCC, FRB or FDIC and, where applicable, state bank supervisory agencies during their periodic examinations of financial institutions. There is no assurance that the agencies will concur with the General Partner’s determinations.

Each holder of the Partnership’s Preferred Units is a limited partner of the Partnership, not just of the investments in its Designated Target Region(s). The financial returns on an investor’s investment will be determined based on the performance of all the assets in the Partnership’s geographically diverse portfolio, not just by the performance of the assets in the Designated Target Region(s) selected by the investor.

In determining whether a particular investment is qualified, the General Partner will assess whether the investment has as its primary purpose community development. The General Partner will consider whether the investment: (1) provides affordable housing for low- to moderate-income individuals; (2) provides community services targeted to low- to moderate-income individuals; (3) funds activities that (a) finance businesses or farms that meet the size eligibility standards of the Small Business Administration’s Development Company or Small Business Investment Company programs or have annual revenues of $1 million or less and (b) promote economic development; or (4) funds activities that revitalize or stabilize low- to moderate-income areas. The General Partner may also consider whether an investment revitalizes or stabilizes a designated disaster area or an area designated by those agencies as a distressed or underserved non-metropolitan middle-income area.

An activity may be deemed to promote economic development if it supports permanent job creation, retention, and/or improvement for persons who are currently low- to moderate-income, or supports permanent job creation, retention, and/or improvement in low- to moderate-income areas targeted for redevelopment by federal, state, local, or tribal governments. Activities that revitalize or stabilize a low- to moderate-income geography are activities that help attract and retain businesses and residents. The General Partner maintains documentation, readily available to a financial institution or an examiner, supporting its determination that a Partnership asset is a qualifying investment for CRA purposes.

An investment in the Preferred Units is not a deposit or obligation of, or insured or guaranteed by, any entity or person, including the U.S. Government and the FDIC. The value of the Partnership’s assets will vary, reflecting changes in market conditions, interest rates, and other political and economic factors. There is no assurance that the Partnership can achieve its investment objective, since all investments are inherently subject to market risk. There also can be no assurance that either the Partnership’s investments or Preferred Units of the Partnership will receive investment test credit under the CRA.

Under certain circumstances, investors may not receive CRA credit for their investment in the Preferred Units.

The CRA requires the three federal bank supervisory agencies, the FRB, the OCC, and the FDIC, to encourage the institutions they regulate to help meet the credit needs of their local communities, including low- and moderate-income neighborhoods. Each agency has promulgated rules for evaluating and rating an institution’s CRA performance which, as the following summary indicates, vary according to an institution’s asset size. An institution’s CRA performance can also be adversely affected by evidence of discriminatory credit practices regardless of its asset size.

For an institution to receive CRA credit with respect to an investment in the Preferred Units, the Partnership must hold CRA qualifying investments that relate to the institution’s delineated CRA assessment area. The Partnership expects that an investment in its Preferred Units will be considered a qualified investment under the CRA, but neither the Partnership nor the General Partner has received an interpretative letter from the FFIEC stating that an investment in the Partnership is considered eligible for regulatory credit under the CRA. Moreover, there is no guarantee that future changes to the CRA or future interpretations by the FFIEC will not affect the continuing eligibility of the Partnership’s investments. So that an investment in the Partnership may be considered a qualified investment, the Partnership will seek to invest only in investments that meet the prevailing community investing standards put forth by U.S. regulatory agencies.

In this regard, the Partnership expects that a majority of its investments will be considered eligible for regulatory credit under the CRA, but there is no guarantee that an investor will receive CRA credit for its investment in the Preferred Units. For example, a state banking regulator may not consider the Partnership eligible for regulatory credit. If CRA credit is not given, there is a risk that an investor may not fulfill its CRA requirements.

The Partnership’s portfolio investment decisions may create CRA strategy risks.

Portfolio investment decisions take into account the Partnership’s goal of holding MRBs and other securities in designated geographic areas and will not be exclusively based on the investment characteristics of such assets, which may or may not have an adverse effect on the Partnership’s investment performance. CRA qualified assets in geographic areas sought by the Partnership may not provide as favorable return as CRA qualified assets in other geographic areas. The Partnership may sell assets for reasons relating to CRA qualification at times when such sales may not be desirable and may hold short-term investments that produce relatively low yields pending the selection of long-term investments believed to be CRA-qualified.

The Preferred Units are subordinated to existing and future debt obligations, and the interests could be diluted by the issuance of additional units, including additional Preferred Units, and by other transactions.

The Preferred Units are subordinated to all existing and future indebtedness, including indebtedness outstanding under any senior bank credit facility. The Partnership may incur additional debt under its senior bank credit facility or future credit facilities, including debt securities. The payment of principal and interest on its debt reduces cash available for distribution to Unitholders, including the Preferred Units.

The Series A Preferred Units and Series A-1 Preferred Units are pari passu and senior to the Series B Preferred Units. The issuance of additional units pari passu with or senior to the existing series of Preferred Units would dilute the interests of the holders of the Preferred Units, and any issuance of senior securities, parity securities, or additional indebtedness could affect the Partnership’s ability to pay distributions on or redeem the Preferred Units.

Holders of the Preferred Units may be required to bear the risks of an investment for an indefinite period of time.

Holders of the Preferred Units may be required to bear the financial risks of an investment in the Preferred Units for an indefinite period of time. In addition, the Preferred Units will rank junior to all Partnership current and future indebtedness (including indebtedness

outstanding under the Partnership’s senior bank credit facility) and other liabilities, and any other senior securities we may issue in the future with respect to assets available to satisfy claims against the Partnership.

The tax treatment of distributions on our Preferred Units is uncertain. We will treat the holders of Preferred Units as partners for tax purposes and will treat distributions paid to holders of Preferred Units as being made to such holders in their capacity as partners. If the Preferred Units are not partnership interests, they likely would constitute indebtedness for U.S. federal income tax purposes and distributions to the holders of Preferred Units would constitute ordinary interest income to holders of Preferred Units. If Preferred Units are treated as partnership interests, but distributions to holders of Preferred Units are not treated as being made to such holders in their capacity as partners, then these distributions likely would be treated as guaranteed payments for the use of capital. Guaranteed payments generally would be taxable to the recipient as ordinary income, and a recipient could recognize taxable income from the accrual of such a guaranteed payment even in the absence of a contemporaneous distribution. Potential investors should consult their tax advisors with respect to the consequences of owning our Preferred Units.

There is no public market for the Preferred Units, which may prevent an investor from liquidating its investment.

The Preferred Units may not be resold unless the Partnership registers the securities with the SEC or an exemption from the registration requirement is available. It is not expected that any market for the Preferred Units will develop or be sustained in the future. The lack of any public market for the Preferred Units severely limits the ability to liquidate the investment, except for the right to put the Preferred Units to the Partnership under certain circumstances.

One of the factors that will influence the value of the Preferred Units will be the distribution rate on the Preferred Units (as a percentage of the price of the units) relative to market interest rates. An increase in market interest rates, which continue to remain at low levels relative to historical rates, may lower the value of the Preferred Units and also would likely increase the Partnership’s borrowing costs.

Income from our property loans, taxable MRBs, taxable GILs, MF Properties, and JV Equity Investments and related gains or losses on sale are subject to federal and potentially state income taxes. Furthermore, income and gains generated by assets within our wholly owned subsidiary (the “Greens Hold Co”) and its subsidiaries are subject to federal, state and local income taxes as the Greens Hold Co is a “C” corporation for income tax purposes.

To the extent we generate taxable income, Unitholders will be subject to income taxes on this income, whether or not they receive cash distributions.

As a partnership, our Unitholders are individually liable for income taxes on their proportionate share of any taxable income realized by us, whether or not we make cash distributions.

There are limits on the ability of our Unitholders to deduct Partnership losses and expenses allocated to them.

The ability of Unitholders to deduct their proportionate share of the losses and expenses generated by us will be limited in certain cases, and certain transactions may result in the triggering of the Alternative Minimum Tax for Unitholders who are individuals.

Unitholders may incur tax liability if any of the interest on our MRB or GIL investments is determined to be taxable.

In each MRB and GIL transaction, the governmental issuer, as well as the underlying borrower, has covenanted and agreed to comply with all applicable legal and regulatory requirements necessary to establish and maintain the tax-exempt status of interest earned on the MRB and GIL investments. Failure to comply with such requirements may cause interest on the related investment to be includable in gross income for federal income tax purposes retroactive to the date of issuance, regardless of when such noncompliance occurs. Should the interest income on an MRB or GIL be deemed to be taxable, the governing documents include a variety of rights and remedies that we have concluded would help mitigate the economic impact of taxation of the interest income on the affected MRBs or GILs. Under such circumstances, we would enforce all such rights and remedies as set forth in the related governing documents as well as any other rights and remedies available under applicable law. In addition, in the event the tax-exemption of interest income on any MRB or GIL is challenged by the IRS, we would participate in the tax and legal proceedings to contest any such challenge and would, under appropriate circumstances, appeal any adverse final determinations. The loss of tax-exemption for any individual MRB or GIL

would not, in and of itself, result in the loss of tax-exemption for any unrelated MRBs or GILs. However, the loss of such tax-exemption could result in the distribution to our Unitholders of taxable income relating to such MRBs and GILs.

In addition, we have, and may in the future, obtain debt financing through asset securitization programs in which we place MRB and GIL investments into trusts and are entitled to a share of the interest received by the trust on these bonds after the payment of interest on senior securities and related expenses issued by the trust. It is possible that the characterization of our residual interest in such a securitization trust could be challenged and the income that we receive through these instruments could be treated as ordinary taxable income includable in our gross income for federal tax purposes.

If we are determined to be an association taxable as a corporation, it will have adverse economic consequences for us and our Unitholders.

We have determined to be treated as a partnership for federal income tax purposes. The purpose of this determination is to eliminate federal and state income tax liability for us and allow us to pass through our interest income on our MRB and GIL investments, which we expect and believe to be tax-exempt, to our Unitholders so that they are not subject to federal income tax on this income. If our treatment as a partnership for tax purposes is successfully challenged, we would be classified as an association taxable as a corporation. This would result in the Partnership being taxed on its taxable income, if any, and, in addition, would result in all cash distributions made by us to Unitholders being treated as taxable dividend income to the extent of our earnings and profits. The payment of these dividends would not be deductible by us.

The listing of our BUCs for trading on the NYSE causes us to be treated as a “publicly traded partnership” under Section 7704 of the IRC. We will remain taxable as a partnership if 90% or more of our income for each taxable year in which we are a publicly traded partnership consists of “qualifying income” (the “qualifying income exception”). Qualifying income includes interest (other than interest generated from a financial business), dividends, real property rents, gain from the sale or other disposition of real property, gain from the sale or other disposition of capital assets held to produce interest or dividends, and certain other items. While we believe that all interest income is qualifying income, some of our income is non-qualifying income and it is possible that the IRS may not consider some or all our income that we consider qualifying income to be non-qualifying income. In such a case, if more than ten percent of our annual gross income in any year is not qualifying income, we will be taxable as a corporation rather than a partnership for federal income tax purposes.

If we are determined to be engaged in a financial business for purposes of Section 7704 of the IRC, we may not be able to rely on the qualifying income exception to the publicly traded partnership rules, which may require us to be classified as an association taxable as a corporation. We do not believe that the Partnership is engaged in a “financial business” for purposes of Section 7704 of the IRC, and therefore the interest generated by our MRB, GIL, and other investments should be considered qualifying income. However, we have not received our own private letter ruling from the IRS regarding our activities and whether they constitute a financial business. If the IRS were to consider our activities to constitute a financial business for purposes of Section 7704 of the IRC, we would likely not be able to rely on the qualifying income exception to the publicly traded partnership rules, which may require us to be classified as an association taxable as a corporation. We have not received, and do not intend to seek, a ruling from the Internal Revenue Service regarding our status as a partnership for tax purposes.

We are not required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”) because we operate under an exemption therefrom. As a result, none of the protections of the Investment Company Act (such as provisions relating to disinterested directors, custody requirements for securities, and regulation of the relationship between a fund and its advisor) are applicable to us.

Any downgrade, or anticipated downgrade, of U.S. sovereign credit ratings or the credit ratings of the U.S. Government-sponsored entities (“GSEs”) by the various credit rating agencies may materially adversely affect our business.

Our TEBS financing facilities are an integral part of our business strategy and those financings are dependent upon an investment grade rating of Freddie Mac. If Freddie Mac were to be downgraded to below investment grade, it would have a negative effect on our ability to finance our MRB portfolio on a longer-term basis and could negatively impact our cash flows from operations and our ability to continue distributions to our Unitholders at current levels.

The federal conservatorship of Freddie Mac and related efforts, along with any changes in laws and regulations affecting the relationship between Freddie Mac and the U.S. Government, may materially adversely affect our business.

The problems faced by Fannie Mae and Freddie Mac commencing in 2008 resulting in them being placed into federal conservatorship and receiving significant U.S. Government support have sparked serious debate among federal policy makers regarding the continued role of the U.S. Government in providing liquidity and credit enhancement for mortgage loans, including single family and multifamily mortgages. As a result, the future roles of Fannie Mae and Freddie Mac may be reduced (perhaps significantly) and the nature of their guaranty obligations could be considerably limited relative to historical measurements. Alternatively, it is still possible that Fannie Mae and Freddie Mac could be dissolved entirely or privatized, and, as mentioned above, the U.S. Government could determine to stop providing liquidity support of any kind to the mortgage market. Any changes to the nature of the GSEs or their guaranty obligations could have broad adverse implications for the housing market and our business, operations, and financial condition. If Fannie Mae or Freddie Mac were to be eliminated, or their structures were to change radically (i.e., limitation or removal of the guaranty obligation, reduction in the size and scope of activities, etc.), our ability to utilize TEBS financings facilities would be materially and adversely impacted. In addition, if Freddie Mac is no longer willing to provide forward purchase commitments related to our future GIL investment opportunities, it may impact our ability to obtain leverage on such investment opportunities such that they may not be accretive to operating results.

The Partnership faces legislative and regulatory risks in connection with its assets and operations, including under the CRA.

Many aspects of the Partnership’s investment objectives are directly affected by the national and local legal and regulatory environments. Changes in laws, regulations, or the interpretation of regulations could all pose risks to the successful realization of the Partnership’s investment objectives.

It is not known what changes, if any, may be made to the CRA in the future and what impact these changes could have on regulators or the various states that have their own versions of the CRA. Changes in the CRA might affect our operations and might pose a risk to the successful realization of our investment objectives. Repeal of the CRA would significantly reduce the attractiveness of an investment in our Preferred Units for regulated investors. There is no guarantee that an investor will receive CRA credit for its investment in the Preferred Units.

We face possible risks associated with the effects of climate change and severe weather.

The physical effects of climate change could have a material adverse effect on our investments and operating results. To the extent climate change causes changes in weather patterns, our markets could experience increases in storm intensity and rising sea-levels. These conditions may negatively impact the pace and cost of properties under construction. Over time, these conditions could result in declining demand and operating results for properties related to our investment assets. Climate change may also have indirect effects on our business by increasing the cost and/or availability of property insurance and increased repair and maintenance costs. There can be no assurance that climate change will not have a material adverse effect on our investments and operating results.

In recent years, we have noted increasing costs to obtain sufficient water for tenants at properties in dryer climates and locations with drought conditions, specifically in the western and southwestern United States. Properties under construction in these areas are experiencing higher costs to obtain water permits due to water scarcity and high demand, which is increasing the cost of construction. Continued cost increases may negatively impact the net cash flows of operating properties or limit the number of future investment opportunities in these areas if cost increases make projects economically unviable.

We are increasingly dependent on information technology, and potential disruption, cyber-attacks, security issues, and expanding social media vehicles present new risks.

We are increasingly dependent on information technology networks and systems, including the Internet, to process, transmit, and store electronic and financial information, to manage and support a variety of business processes and activities, and to comply with regulatory, legal, and tax requirements. Certain critical components of our information systems are hosted and supported by third-party service providers and affiliates of Greystone. If we and our service providers do not allocate and effectively manage the resources necessary to build and sustain the proper technology infrastructure and to maintain and protect the related automated and manual control processes, we could be subject to business disruptions or damage resulting from cybersecurity incidents. If any of our information technology systems suffer severe damage, disruption, or shutdown, and our business continuity plans do not effectively resolve the issues in a timely manner, our revenues, financial condition, and results of operations may be materially and adversely affected. We could also experience delays in reporting our financial results. In addition, we may be negatively impacted by business interruption, litigation, and reputational damages from cybersecurity incidents or from systems conversions when, and if, they occur in the normal course of business.

Our third-party information technology service providers, including an affiliate of Greystone, are primarily responsible for the security of their own information technology environments and, in certain instances, we rely significantly on third-party service providers to supply and store our sensitive data in a secure manner. All such third-party vendors face risks relating to cybersecurity incidents that could disrupt their businesses and therefore adversely impact us. While we provide guidance and specific requirements in

some cases, we do not directly control any of such parties’ information technology security operations, or the amount of investment they place in guarding against cybersecurity threats. Accordingly, we are subject to any flaws in or breaches to their information technology systems or those which they operate for us.

Although we are not aware of any material cybersecurity incidents that have affected our business and operations, we cannot be certain that our security efforts and measures, and those of our third party service providers, will be effective or that our financial results will not be negatively impacted by cybersecurity incidents in the future.

The inappropriate use of certain media could cause brand damage or information leakage. Negative posts or comments about the Partnership on any social networking web site could seriously damage our reputation. In addition, the disclosure of non-public information through external media channels could have a negative impact to the Partnership. Identifying new points of entry as social media continues to expand presents new challenges. Any business interruptions or damage to our reputation could negatively impact our financial condition, results of operations, and the market price of our BUCs.

Partnership management considers risks from cybersecurity threats as a component of its entity-wide risk assessment that includes various processes and procedures to assess, identify, and manage material risks. The Partnership uses a variety of information technology solutions in the operation of its business, all of which are maintained by reputable third-party providers, including an information technology managed services system provider that is an affiliate of Greystone.

Management regularly reviews material technology services used, the population of technology service providers, and material and/or sensitive financial and operational data, and then assesses the material risks from cybersecurity threats associated with these items. Management has developed processes, procedures, and internal controls to address materials risks focusing on application security (levels of access, passwords, etc.), system change controls, and operations processing. The design and operating effectiveness of internal controls are subject to testing annually by the Partnership’s internal audit function.

Management has also developed procedures to assess the operations and internal controls of material service providers through the use of questionnaires, reviews of available policy statements, and evaluation of System and Organization Controls assurance reports, which are assessed in the aggregate to determine if the service providers have adequately addressed the risks of cybersecurity threats within their operations. The overall assessment includes an evaluation of a service provider’s breach notification policies and procedures and any reported cybersecurity incidents. Management is not aware of any cybersecurity incidents at any of its service providers that have materially affected or are reasonably likely to materially affect the Partnership’s operations.

Notwithstanding the extensive approach the Partnership takes to cybersecurity in conjunction with Greystone, the Partnership may not be successful in preventing or mitigating a cybersecurity incident that could have a material adverse effect on the Partnership. See “Item 1A. Risk Factors,” for a discussion of cybersecurity risks.

Certain employees of Greystone Manager that provide services to the Partnership are responsible for assessing and managing material risks from cybersecurity threats and are overseen by the Partnership’s Chief Financial Officer. The Chief Financial Officer and relevant Greystone Manager employees collectively have over 20 years of experience in information technology risk assessment and audit evaluations. These individuals will also consult with experts from Greystone’s affiliate that provides information technology managed services systems, particularly the Chief Information Security Officer (“CISO”) of the Greystone affiliate, when assessing and evaluating risks of cybersecurity threats. These consultations with the CISO typically encompass a broad range of topics, including the current cybersecurity landscape and emerging threats; the status of ongoing cybersecurity initiatives and strategies; incident reports and learnings from any cybersecurity events; and compliance with regulatory requirements and industry standards.

The Partnership has established incident response procedures to be followed in the event of a cybersecurity incident that is overseen by the Partnership’s Chief Executive Officer and Chief Financial Officer. The Chief Executive Officer and the Chief Financial Officer are notified of cybersecurity incidents as soon as the Partnership receives notification from a third-party service provider or is informed by other means, and will determine if additional internal and/or external resources are needed to evaluate, mitigate, and

remediate the cybersecurity incident. At a minimum, the Board of Managers will be notified of material cybersecurity incidents prior to any public announcement and will receive updates on material developments and remediation activities.

The Board of Managers considers risks from cybersecurity threats in conducting its oversight of the Partnership’s overall risk assessment, primarily through the activities of the Audit Committee of the Board of Managers. The Chief Financial Officer reports to the Audit Committee the results of the evaluation of risks from cybersecurity threats, the process, procedures and internal controls designed to address such risks, and other relevant information needed for the Audit Committee to operate its oversight responsibilities. The Partnership’s internal audit function reports to the Audit Committee annually the results of its assessment of design and operating effectiveness testing of internal controls. In addition, the Audit Committee conducts an annual review of the Partnership’s cybersecurity posture and the effectiveness of its risk management strategies. This review assists in identifying areas for improvement and ensuring the alignment of cybersecurity efforts with the overall risk management framework of the Partnership.

Additional third parties, contracted with by our third-party service providers, also play a role in the Partnership’s overall cybersecurity. Our third-party service providers engage with a range of additional third-party service providers and external experts, including cybersecurity assessors, consultants, and auditors, to evaluate and test their risk management systems. These services include, but are not limited to, penetration testing, independent audits, and consulting on best practices to address new challenges, and also include testing both the design and operational effectiveness of our security controls. These engagements enable our service providers to leverage specialized knowledge and insights, ensuring cybersecurity strategies and processes remain at the forefront of industry best practices.

The Partnership has not encountered a cybersecurity incident that has materially impaired our operations or financial condition.

The Partnership conducts its business operations from and maintains its corporate office at 14301 FNB Parkway, Suite 211, Omaha, Nebraska 68154. The Partnership believes that this office is adequate to meet its business needs for the foreseeable future.

Each of our MRB and GIL investments are collateralized by multifamily, senior housing or commercial properties. We also have property loans that are also secured by these properties but do not hold title or any other interest in the properties. Our JV Equity Investments represent membership interests in market-rate multifamily and seniors housing properties, but we do not hold title to such properties.

We recorded one JV Equity Investment as a consolidated VIE and it is reported within the Market-Rate Joint Venture Investments segment as of December 31, 2023. We own certain land held for development that is reported within the Affordable Multifamily MRB Investments segment as of December 31, 2023. Our real estate assets are summarized as follows:

The Partnership is periodically involved in ordinary and routine litigation incidental to its business. In our judgment, there are no material pending legal proceedings to which we are a party or to which any of the properties associated with our investments are subject, in which a resolution is expected to have a material adverse effect on our consolidated results of operations, cash flows, or financial condition.

Item 5. Market for the Registrant’s Common Equity, Related Security Holder Matters and Issuer Purchases of Equity Securities.

As of January 31, 2024, we had 22,897,082 BUCs outstanding held by a total of approximately 16,800 holders of record. In addition, the Partnership had outstanding unvested restricted unit awards (“RUA” or “RUAs”) for 95,600 BUCs held by 18 individuals as of December 31, 2023.

Future distributions paid by the Partnership per BUC will be at the sole discretion of its General Partner and will be based upon financial, capital, and cash flow considerations. In addition, the holders of outstanding Preferred Units are entitled to receive non-cumulative cash distributions, when, as, and if declared by the General Partner, out of funds legally available therefor, in accordance with the terms and in the amount set forth in the Partnership Agreement. Distributions to the BUCs rank junior to distributions to the Preferred Units, and, therefore, such distributions may be limited under certain circumstances. See Note 20 to the Partnership’s consolidated financial statements for a further description of the Preferred Units. The Partnership currently expects to continue to pay distributions on its Preferred Units and BUCs in the future.

The following table provides information with respect to compensation plans under which equity securities of the Partnership are currently authorized for issuance as of December 31, 2023:

The Partnership did not sell any BUCs in 2023 or 2022 that were not registered under the Securities Act of 1933, as amended. There were no sales of unregistered Preferred Units in 2023 or 2022.

The Partnership did not repurchase any outstanding BUCs during the fourth quarter of 2023.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

In this Management’s Discussion and Analysis, all references to “we,” “us,” and the “Partnership” refer to Greystone Housing Impact Investors LP, its subsidiaries, and consolidated VIEs for all periods presented. All significant transactions and accounts between the Partnership and its subsidiaries and consolidated VIEs have been eliminated in consolidation. See Note 2 and Note 5 to the Partnership’s consolidated financial statements for further disclosure.

The Partnership was formed in 1998 for the primary purpose of acquiring a portfolio of mortgage revenue bonds (“MRBs”) that are issued by state and local housing authorities to provide construction and/or permanent financing for affordable multifamily, seniors housing and commercial properties. We also invest in governmental issuer loans (“GILs”), which are similar to MRBs, to provide construction financing for affordable multifamily and seniors housing properties. We expect and believe the interest received on these MRBs and GILs is excludable from gross income for federal income tax purposes. We also invest in other types of securities that may or may not be secured by real estate and may make property loans to multifamily properties which may or may not be financed by MRBs or GILs held by us and may or may not be secured by real estate.

We also make noncontrolling equity investments in unconsolidated entities, also known as our JV Equity Investments, for the construction, stabilization, and ultimate sale of market-rate multifamily and seniors housing properties. We are entitled to distributions if, and when, cash is available for distribution either through operations, a refinance or sale of the property. In addition, the Partnership may acquire and hold interests in multifamily, student and senior citizen residential properties (“MF Properties”).

As of December 31, 2023, we had four reportable segments: (1) Affordable Multifamily MRB Investments, (2) Seniors and Skilled Nursing MRB Investments, (3) Market-Rate Joint Venture Investments and (4) MF Properties. We separately report our consolidation and elimination information because we do not allocate certain items to the segments. All “General and administrative expenses” on the consolidated statements of operations are reported within the Affordable Multifamily MRB Investments segment. See Notes 2 and 25 to the Partnership’s consolidated financial statements for additional details. The following table presents summary information regarding activity of our segments for the years ended December 31, 2023 and 2022 (dollar amounts in thousands):

Our reported net income includes unrealized gains (losses) from derivatives, which are a result of changes in current and forward interest rates. Valuation changes can be significant in periods of high interest rate volatility, especially for our interest rate swap agreements. Such gains (losses) are reported within “Net result from derivative transactions” on our consolidated statements of operations. The unrealized gains (losses) are non-cash gains (losses) and can cause variability in reported net income from period-to-period. The following table summarizes unrealized gains (losses) from derivative transactions by segment for the years ended December 31, 2023 and 2022 (dollar amounts in thousands):

We are committed to corporate responsibility and the importance of developing environmental, social and governance (“ESG”) policies and practices consistent with that commitment. We believe the implementation and maintenance of such policies and practices benefit the employees that serve the Partnership, support long-term performance for our Unitholders, and have a positive impact on society and the environment.

Achieving positive environmental and sustainability impacts in connection with our affordable housing investment activity is important to us. Opportunities for positive environmental investments are open to us because private activity bond volume cap and LIHTC allocations are key components of the capital structure for most new construction or acquisition/rehabilitation affordable housing properties financed by our MRB and GIL investments. These resources are allocated by individual states to our property sponsors through a competitive application process under a state-specific qualified allocation plan (“QAP”) as required under Section 42 of the IRC. Each state implements its public policy objectives through an application scoring or ranking system that rewards certain property features. Some of the common features rewarded under individual state QAPs are transit amenities (proximity to various forms of public transportation), proximity to public services (parks, libraries, full scale supermarkets, or a senior center), and energy efficiency/sustainability. Some state-specific QAPs have minimum energy efficiency standards that must be met, such as the use of low water need landscaping, Energy Star appliances and hot water heaters, and GREENGUARD Gold certified insulation. Since we can only finance properties with successful applications, we work with our sponsor clients to maximize these environmental features such that their applications can earn the most points possible under the individual state’s QAP. The following table summarizes total funding commitments related to properties that were awarded both private activity bond cap and LIHTC allocations through state-specific QAPs during the years ended December 31, 2023 and 2022:

In 2021, we acquired an MRB investment secured by Meadow Valley, a to-be-constructed 174 bed seniors housing facility in Traverse City, MI. Part of the construction financing is provided through a Commercial Property Assessed Clean Energy (C-PACE) program, which is a state policy-enabled financing mechanism that allows developers to access the capital needed to make renewable energy accessible and cost-effective. In the case of Meadow Valley, C-PACE financing of $24.8 million will be provided to finance energy conservation features including high efficiency windows, roof, walls, heating, cooling, indoor and outdoor lighting, water heating and low-flow fixtures. The C-PACE financing is repaid through a property tax assessment over the life of the property. Many lenders are averse to financing properties with C-PACE financing as the tax assessment is a senior obligation of the property. We have developed underwriting procedures that allow for the borrower to obtain C-PACE financing and still meet our security and underwriting requirements. We will continue to evaluate investment opportunities related to properties that utilize C-PACE financing for future investment as we want to encourage our borrowers to utilize clean energy design and construction practices.

We are committed to minimizing the overall environmental impact of our corporate operations. The Partnership’s operations are primarily managed by 16 employees of Greystone Manager, so we have a relatively modest environmental impact and have adequate facilities to grow our employee base without acquiring additional physical space.

Our MRB and GIL investments directly support the construction, rehabilitation, and stabilized operation of decent, safe, and sanitary affordable multifamily housing across the United States. The development of affordable multifamily housing has relatively broad legislative support at the federal and state levels. Each of the properties securing our MRB and GIL investments is required to

maintain a minimum percentage of units set-aside for a combination of very low-income (50% or less of area median income or "AMI") and low-income (80% or less of AMI) tenants in accordance with IRC guidelines, and the owners of the properties often agree to exceed the minimum IRC requirements. The rent charged to income qualified tenants at MRB or GIL properties is often restricted to a certain percentage of the tenants’ income, making them more affordable. For any new MRB or GIL investments associated with a low-income housing tax credit property, restrictions regarding tenant incomes and rents charged to those low-income households are required. In addition, certain borrowers related to our MRB investments are non-profit entities that provide affordable multifamily housing consistent with their charitable purposes. These properties provide valuable housing and support services to both low-income and market-rate tenants and create housing diversity in the geographic and social communities in which they are located.

The following table summarizes, by investment asset class, the number of residential rental units associated with the affordable multifamily properties financed by the Partnership that have some form of tenant income or rent restrictions as evidenced by a regulatory agreement recorded on the local government land records as of December 31, 2023:

Certain investments may be eligible for regulatory credit under the Community Reinvestment Act of 1977 (“CRA”) to help meet the credit needs of the communities in which they exist, including low- and moderate-income (LMI) neighborhoods. See “Community Investments” in this Item 7 below for further information regarding assets of the Partnership the General Partner believes are eligible for regulatory credit under the CRA.

We and Greystone are committed to supporting our workforce. Greystone has implemented evaluation and compensation policies designed to attract, retain, and motivate employees that provide services to the Partnership to achieve superior results. Greystone also provides formal and informal training programs to enhance the skills of employees providing services to the Partnership and to instill Greystone’s corporate policies and practices. We are also committed to ensuring the safety of personnel that work for third-party contractors that perform services at properties that underlie our investment assets. Specifically for properties under construction, we consider the safety record of contractors and monitor safety incidents through reviews of independent construction monitoring reports.

Greystone Manager, as the general partner of the Partnership’s general partner, is committed to corporate governance that aligns with the interests of our Unitholders and stakeholders. We set high ethical standards for our related employees and partners. We regularly review and update, as appropriate, our policies governing ethical conduct and responsible behavior in order to support our sustainable and continued success. Our Code of Business Conduct and Ethics is applicable to all Greystone personnel that provide services to the Partnership and is available on the Partnership’s website. All employees are required to annually affirm that they have read and understood the Code of Business Conduct and Ethics. Employees are encouraged to share any ethics or compliance concerns with their supervisors or confidentially through our third-party managed hotline. We maintain a formal compliance policy to investigate ethics or compliance concerns and to protect whistleblowers. Our policy is designed to meet the requirements and standards of the Sarbanes Oxley Act of 2002 and the Securities and Exchange Act of 1934.

The Board of Managers of Greystone Manager brings a diverse set of skills and experiences across industries in the public, private and not-for-profit sectors. The composition of the Greystone Manager Board of Managers is in compliance with the NYSE listing rules and SEC rules applicable to the Partnership. Beginning on August 1, 2023, a majority of the members of the Greystone Manager Board of managers meet the independence standards established by the New York Stock Exchange listing rules and the rules of the SEC. All the members of the Audit Committee of Greystone Manager are independent under the applicable SEC and NYSE independence requirements, two of whom qualify as “audit committee financial experts.” Of the seven Managers of Greystone Manager, one Manager is female.

The Greystone Manager Board of Managers is highly engaged in the governance and operations of the Partnership. Our non-independent Managers are employees of Greystone that regularly monitor developments in our operating environment and capital markets and discuss such developments with management on a regular basis. One of our Managers is a member of our investment committee that pre-approves all new investments. We regularly monitor and assess risks to achieving our business objectives and such risk assessments are discussed with both the Audit Committee and the full Board of Managers at regularly held meetings and in regular informal discussions. The following table summarizes the number of meetings and attendance during 2023:

The Partnership’s primary purpose is to acquire and hold as investments a portfolio of MRBs which have been issued to provide construction and/or permanent financing for residential properties and commercial properties in their market area. We have also invested in taxable MRBs, GILs, taxable GILs and property loans which are included within this segment. All “General and administrative expenses” on our consolidated statements of operations are reported within this segment.

Our MRBs, taxable MRBs, GILs, taxable GILs and certain property loans are secured by a mortgage or deed of trust. Property loans related to multifamily properties are also included in this segment and may or may not be secured by a mortgage or deed of trust.

The following table compares operating results for the Affordable Multifamily MRB Investments segment for the periods indicated (dollar amounts in thousands):

Total revenues increased for 2023 as compared to the same period in 2022 due primarily to:

Total interest expense increased for 2023 as compared to the same period in 2022 due primarily to:

Net result from derivative transactions consists of realized and unrealized gains (losses) from our derivative financial instruments. The following table summarizes the components of this line item for the years ended December 31, 2023 and 2022 (dollar amounts in thousands):

The Partnership adopted the CECL standard effective January 1, 2023 and we recorded a cumulative effect of accounting change of approximately $5.9 million directly to Partners’ Capital as of the effective date. The provision for credit losses for the year ended December 31, 2023 relates to declining expected credit losses for our portfolio of GIL, taxable GIL and property loan investments and is primarily due to GIL and property loan redemptions during 2023, a decrease in the weighted average life of the remaining investment portfolio, and updates of market data used as quantitative assumptions in the Partnership’s model to estimate the allowance for credit losses. There was no provision for credit losses for the year ended December 31, 2022, which was prior to the effective date of the CECL standard.

Segment net income for 2023 decreased as compared to the same period in 2022 as a result of the following factors:

The following tables summarize the segment’s net interest income, average balances, and related yields earned on interest-earning assets and incurred on interest-bearing liabilities, as well as other income included in total revenues for 2023 and 2022. The average balances are based primarily on monthly averages during the respective periods. All dollar amounts are in thousands.

The following table summarizes the changes in interest income and interest expense between 2023 and 2022, and the extent to which these variances are attributable to 1) changes in the volume of interest-earning assets and interest-bearing liabilities, or 2) changes in the interest rates of the interest-earning assets and interest-bearing liabilities. All dollar amounts are in thousands.

The multifamily properties securing our MRBs were all current on contractual debt service payments on our MRBs and we have received no requests for forbearance of contractual debt service payments as of December 31, 2023.

Our sole student housing property securing an MRB, Live 929 Apartments, was 67% occupied as of December 31, 2023, and is current on MRB debt service. Current occupancy is lower than in recent years due to on-site management issues during the Fall 2023 lease-up process. Certain personnel changes have been made and the property management team is focused on leasing to tenants at the nearby Johns Hopkins University medical campus.

The proton therapy center securing the Provision Center 2014-1 MRB was successfully sold out of bankruptcy in July 2022 and we received partial liquidation proceeds of approximately $3.7 million and approximately $729,000 in January 2023 and January 2024, respectively. We expect to recover additional liquidation of proceeds of approximately $199,000 at final liquidation in 2024.

Construction and rehabilitation activities continue at properties securing our GILs, taxable GILs and related property loans. Five of the nine underlying affordable multifamily properties had commenced leasing operations as of December 31, 2023. To date, these properties have not experienced any material supply chain disruptions for either construction materials or labor.

As many of our GIL investments and certain MRB investments have variable interest rates, we regularly monitor interest costs in comparison to capitalized interest reserves in each property’s development budget, available construction budget contingency balances, and the funding of certain equity commitments by the owners of the underlying properties. Though original development budgets are sized to incorporate potential interest rate increases, the pace of recent interest rate increases has caused actual interest costs during construction to exceed original projections. We have noted that some properties that are complete or nearing completion have incurred interest costs that have exceeded capitalized interest reserves. In such instances, the developer has either reallocated other available reserves and contingencies, deferred their developer fees, or made direct cash payment during construction to ensure all interest is paid and avoid enforcement of our recourse guaranties against the developers and their affiliates. In addition, such projects have developer completion guaranties as well as capital contributed by LIHTC equity investors that will only receive tax credits upon completion and stabilization of the projects. In certain instances, we may advance supplemental loans to the borrowers secured by the underlying properties if returns meet our requirements and/or if such loans are necessary to meet the 50% tax-exempt financing requirements under the LIHTC regulations. In the fourth quarter of 2023, the Partnership committed to fund additional supplemental loans to the Osprey Village and Willow Place Apartments properties up to $4.6 million and $3.3 million, respectively, to provide additional capitalized

interest reserves. In February 2024, all but $1.5 million of such supplemental loans were sold to an affiliate of the borrower for each loan at par plus accrued interest. We expect the remaining supplemental loans to be repaid from refinance proceeds at the same time as the existing GIL and property loan investments are redeemed.

Freddie Mac, through a servicer, has forward committed to purchase each GIL at maturity at par if the property has reached stabilization and other conditions are met. Each Freddie Mac forward commitment includes a forward committed interest rate that was set at the original closing of the GIL, with many committed rates being well below current market interest rates. Such forward committed rates significantly reduce refinance risk and incentivize borrowers to convert to the Freddie Mac loan to realize interest savings. During 2023, five of our GIL investments were purchased by Freddie Mac, through a servicer, and repaid in full. In addition, the Hope on Avalon GIL was purchased by Freddie Mac, through a servicer, and repaid in full in January 2024.

The Seniors and Skilled Nursing MRB Investments segment provides acquisition, construction and permanent financing for seniors housing and skilled nursing properties. Seniors housing consists of a combination of independent living, assisted living and memory care units.

As of December 31, 2023, we owned two MRBs with aggregate outstanding principal of $43.8 million, with an outstanding commitment to provide additional funding of $23.2 million on a draw-down basis during construction. The MRBs are secured by a new construction, combined independent living, assisted living and memory care property in Traverse City, MI, with 174 total beds and a skilled nursing facility in Monroe Township, NJ with 120 beds. Furthermore, in 2021 we funded a property loan secured by a skilled nursing facility in Houston, TX, that was redeemed in September 2022.

The following table compares the operating results for the Senior and Skilled Nursing MRB Investments segment for the periods indicated (dollar amounts in thousands):

Total revenues increased for 2023 as compared to the same period in 2022 due primarily to:

The increase in interest expense for 2023 as compared to the same period in 2022 is primarily due to approximately $957,000 in TOB interest expense during 2023 and approximately $41,000 of deferred financing costs amortization.

The net result from derivative transactions in 2023 is due to new derivative transactions entered into during 2023. There was no net result from derivative transactions for this segment in 2022.

The change in segment net income for the years ended December 31, 2023 and 2022 was primarily due to the change in the line items discussed above.

The Market-Rate Joint Venture Investments segment consists of our noncontrolling joint venture equity investments in market-rate multifamily properties, also referred to as our investments in unconsolidated entities or JV Equity Investments. Our joint venture equity investments are passive in nature. Operational oversight of each property is controlled by our respective joint venture partners according to each respective entity’s operating agreement. The properties are predominately managed by property management companies affiliated with our joint venture partners. Decisions on when to sell an individual property are made by our respective joint venture partners based on their views of the local market conditions and current leasing trends.

We account for all our JV Equity Investments using the equity method and recognize our preferred returns during the hold period. Specifically for our Vantage JV Equity Investments, an affiliate of our Vantage joint venture partner provides a guaranty of our preferred returns through a date approximately five years after commencement of construction. Upon the sale of a property, net proceeds will be distributed according to the entity operating agreement. Sales proceeds distributed to us that represent previously unrecognized preferred return and gain on sale are recognized in net income upon receipt. Historically, the majority of our income from our JV Equity Investments is recognized at the time of sale. As a result, we may experience significant income recognition in those quarters when a property is sold and our equity investment is redeemed.

The following table compares operating results for the Market-Rate Joint Venture Investments segment for the periods indicated (dollar amounts in thousands):

The increase in total revenues in 2023 as compared to 2022 was primarily due to the following factors:

Interest expense for the years ended December 31, 2023 and 2022 was related to our General LOC that is primarily secured by our JV Equity Investments. The increase in interest expense is primarily due to a higher variable interest rate and a slight increase in average outstanding balances.

The gain on sale of JV Equity Investments for 2023 primarily consisted of the following:

The gain on sale of JV Equity Investments for 2022 primarily consisted of the following:

Earnings (losses) on investments in unconsolidated entities is the Partnership’s proportionate share of earnings (losses) using the equity method of accounting. Such investments typically incur losses during development and lease-up, consistent with development plans.

The change in segment net income for 2023 as compared to 2022 was primarily due to the change in the line items discussed above.

We have noted no material construction cost overruns for securing materials and labor needed to construct the properties underlying our JV Equity Investments, despite general supply chain constraints noted in recent years. However, Vantage at McKinney Falls did experience cost overruns due to delayed utility connections to the site by the local municipality. The lack of water connections delayed vertical construction and caused the general contractor to incur additional general conditions costs to otherwise ensure progress in construction. In January 2024, we contributed additional equity of $1.0 million to cover cost overages related to these delays.

The construction loans associated with our JV Equity Investments typically have variable interest rates, so we regularly monitor interest costs in comparison to capitalized interest reserves in each property’s development budget and available construction budget contingency balances. Though original development budgets were sized to incorporate potential interest rate increases, the pace of recent interest rate increases has caused actual interest costs during construction to exceed original budgets. We have noted that some properties that are complete or nearing construction completion have incurred interest costs that have exceeded capitalized interest reserves, and such properties have utilized construction contingencies and developers have deferred a portion of their developer fee payments. In January 2024 and through the date of this report in February 2024, we advanced funds totaling $2.7 million across four Vantage JV Equity Investments to cover additional interest costs. We anticipate making additional investments in certain JV Equity Investments during the remainder of 2024 though the ultimate amount is uncertain. The amount of such additional funding will depend on various future developments, including, but not limited to, the pace of development, changes in interest rates, the pace of lease-up, and overall operating results of the underlying properties. Such additional equity may result in lower overall returns on our JV Equity Investments.

As of December 31, 2023, Vantage at Helotes, Vantage at Fair Oaks, and Vantage at Hutto have completed construction, are in the initial leasing phase, and are 86%, 66%, and 41% occupied as of December 31, 2023, respectively. Vantage at Tomball has achieved stabilization and been listed for sale as of December 31, 2023.

In February 2023, we executed an $8.2 million commitment for Valage Senior Living Carson Valley, a to-be-constructed seniors housing property in Minden, NV. The structure and terms of this JV Equity Investment are very similar to our Vantage and Freestone JV Equity Investments. The managing member of the property is an experienced seniors housing developer and operator. We believe our initiation of JV Equity Investments for seniors housing properties diversifies the exposure of our portfolio of JV Equity Investment while offering risk-adjusted returns similar to our current portfolio.

In July 2023, we executed a $16.5 million commitment for The Jessam at Hays Farms, a to-be-constructed 318 unit market rate multifamily housing property in Huntsville, AL, which is with a new, experienced developer partner. The terms of this JV Equity Investment are very similar to our Vantage and Freestone JV Equity Investments. This JV Equity Investment is held through ATAX Great Hill Holdings LLC, a wholly owned subsidiary of the Partnership, and diversifies our developer relationships for sourcing JV Equity Investments as well as our geographic areas of investment.

As of December 31, 2023, the Partnership did not own any MF Properties. As of December 31, 2022, the Partnership owned the Suites on Paseo MF Property which was sold in December 2023. The Partnership sold The 50/50 MF Property to an unrelated non-profit organization in December 2022 in exchange for a seller financing property loan which is included in the MF Properties Segment.

The following table compares operating results for the MF Properties segment for the periods indicated (dollar amounts in thousands):

The decrease in total revenues for the year ended December 31, 2023 as compared to the same period in 2022 is primarily due to the sale of the Partnership's ownership interest in The 50/50 MF Property in December 2022. Revenues for The 50/50 MF Property were approximately $3.2 million for the year ended December 31, 2022.

The decrease in real estate operating expense for the year ended December 31, 2023 as compared to the same period in 2022 is due primarily to the sale of the Partnership's ownership interest in The 50/50 MF Property in December 2022. Operating expenses for The 50/50 MF Property were approximately $1.6 million for the year ended December 31, 2022. In addition, operating expenses for the Suites on Paseo MF Property decreased approximately $429,000 due primarily to insurance proceeds from flood damage that offset expenses recognized in prior periods and lower management and marketing expenses.

The decrease in depreciation expense is primarily due to the sale of the Partnership's ownership interest in The 50/50 MF Property in December 2022. Depreciation expense for The 50/50 MF Property was approximately $1.1 million for the year ended December 31, 2022.

The decrease in interest expense for the year ended December 31, 2023 as compared to the same period in 2022 is due primarily to the sale of the Partnership's ownership interest in The 50/50 MF Property in December 2022 and the buyer's assumption of debt outstanding at the property. This was partially offset by interest from a variable rate mortgage on the Suites on Paseo MF Property that was executed in September 2023 and paid off with proceed from the sale of the property in December 2023.

The net result from derivative transactions in 2023 is due to a derivative transaction entered into during 2023. There was no net result from derivative transactions for this segment in 2022.

The gain on sale of real estate assets for 2023 was due to the sale of the Suites on Paseo MF Property in December 2023. In December 2022, we deferred the entire gain on sale of The 50/50 MF Property of approximately $6.6 million due to the Partnership receiving an unsecured property loan upon sale payable from future net cash flows of the property. The Partnership will recognize the deferred gain upon collection of principal of the unsecured property loan in future years.

The increase in segment net income (loss) for the year ended December 31, 2023 as compared to the same period in 2022 was due to the changes in the line items described above.

In December 2023, the Partnership sold the Suites on Paseo MF Property for gross proceeds of approximately $40.7 million, resulting in a gain on sale of approximately $10.4 million, which represents a recovery of prior depreciation expense.

In December 2022, we sold 100% of our ownership interest in The 50/50 MF Property to an unrelated non-profit organization. We received an unsecured property loan in return upon sale payable from future net cash flows of the property. The buyer assumed two mortgages payable associated with the property and we agreed to provide certain recourse support for the assumed mortgages. We have deferred a gain on sale of approximately $6.6 million and will recognize the gain upon collection of principal of the unsecured property loan.

The following tables summarize occupancy and other information regarding the properties underlying our various investment assets. The narrative discussion that follows provides a brief operating analysis of each investment asset class as of and for the years ended December 31, 2023 and 2022.

The owners of the following properties either do not meet the definition of a VIE and/or we have evaluated and determined we are not the primary beneficiary of the VIE. As a result, we do not report the assets, liabilities and results of operations of these properties on a consolidated basis. These properties have met the stabilization criteria (see footnote 3 below the table) as of December 31, 2023. Debt service on our MRBs for the non-consolidated stabilized properties was current as of December 31, 2023. The amounts presented below were obtained from records provided by the property owners and their related property management service providers.

Physical occupancy as of December 31, 2023 decreased from the same period in 2022 due primarily to occupancy declines at Live 929 Apartments and Avistar at the Parkway. Live 929 Apartments occupancy is lower than in recent years due to on-site management issues during the Fall 2023 lease-up process. Certain personnel changes have been made and the property management team is focused on leasing to tenants at the nearby Johns Hopkins University medical campus. Avistar at the Parkway's physical occupancy significantly declined during 2023 due to operational issues. The property owner made certain personnel changes and has indicated that leasing is improving in 2024. We will continue to monitor and discuss property operations with the individual borrowers for Live 929 Apartments and Avistar at the Parkway to ensure noted performance issues are addressed.

Economic occupancy for the year ended December 31, 2023 was consistent with the same period in 2022 overall. Decatur Angle and Bruton Apartments economic occupancies were much lower than past years due the removal of non-paying tenants upon the expiration of local COVID-related ordinances in mid-2023. The removals resulted in higher than historical bad debt write-offs, temporary declines in physical occupancy, and high repairs and maintenance costs to ready units to be leased to new tenants during

2023. Both properties made progress toward increasing occupancy in the fourth quarter of 2023 and we will continue to monitor and discuss property operations with the individual borrowers to ensure noted performance issues are addressed.

Restricted rents at affordable multifamily family properties are tied to changes in AMI, which has generally been increasing in the United States as overall wages increased significantly in 2021 through 2023. AMI is updated on a one-year lag, so restricted rental rates will increase on a similar lag and is realized upon annual lease renewals. On an overall basis, we noted same-property maximum rental income amounts increased 5.1% in 2023 as compared to 2022, which is higher than average historical annual rent increases. In addition, we observed an increase in same-property net rental revenue of 4.9% in 2023 as compared to 2022. As restricted rents adjust over time on a lag, increasing maximum rental income amounts may contribute to a temporary decline in economic occupancy even though property rental revenues are increasing overall.

The owners of the following residential properties do not meet the definition of a VIE and/or we have evaluated and determined we are not the primary beneficiary of each VIE. As a result, we do not report the assets, liabilities and results of operations of these properties on a consolidated basis. As of December 31, 2023, these residential properties have not met the stabilization criteria (see footnote 3 below the table). As of December 31, 2023, the properties were current on debt service for the Partnership’s related MRBs, taxable MRBs, GILs, taxable GILs and property loans. The amounts presented below were obtained from records provided by the property owners and their related property management service providers.

As of December 31, 2023, seven MRB multifamily properties and one MRB seniors housing property were under construction and have no operating metrics to report. The Ivy Apartments, The Park at Sondrio Apartments, The Park at Vietti Apartments, and Windsor Shores Apartments MRB properties are currently undergoing tenant-in-place rehabilitations. The MaryAlice Circle Apartments MRB property is undergoing both rehabilitation and new construction phases.

As of December 31, 2023, four GIL properties were under construction and have no operating metrics to report. Sandy Creek Apartments recently began a significant rehabilitation while certain tenants remain in place. The remaining four GIL properties have substantially completed construction or rehabilitation and are in the lease-up phase.

We are the noncontrolling equity investor in various unconsolidated entities formed for the purpose of constructing market-rate, multifamily real estate properties. The Partnership determined the JV Equity Investments are VIEs but that the Partnership is not the primary beneficiary. As a result, the Partnership does not report the assets, liabilities and results of operations of these properties on a consolidated basis. The one exception is Vantage at San Marcos, for which the Partnership is deemed the primary beneficiary and reports the entity's assets and liabilities on a consolidated basis. Our JV Equity Investments entitle us to shares of certain cash flows generated by the entities from operations and upon the occurrence of certain capital transactions, such as a refinance or sale. The amounts presented below were obtained from records provided by the property management service providers.

Construction was completed on Vantage at Tomball and Vantage at Helotes during 2022 and both properties are considered stabilized. Both Vantage at Tomball and Vantage at Helotes previously achieved over 90% occupancy, though occupancy has declined slightly during the winter months due to seasonality. Vantage at Tomball was publicly listed for sale by its managing member in October 2023.

Vantage at Fair Oaks and Vantage at Hutto construction was completed in 2023. Both properties have commenced leasing activities and are leasing up in line with expectations.

The tables and following discussions of our changes in results of operations for the years ended December 31, 2023 and 2022 should be read in conjunction with the Partnership’s consolidated financial statements and notes thereto in Item 8 of this report.

The following table compares revenue and other income for the periods indicated (dollar amounts in thousands):

Discussion of Total Revenues and Other Income for the Year Ended December 31, 2023 and 2022

Investment income. The increase in investment income for the year ended December 31, 2023 as compared to the same period in 2022 was due to the following factors:

Property revenues. The decrease in property revenues for the year ended December 31, 2023 as compared to the same period in 2022 is primarily due to the sale of the Partnership's ownership interest in The 50/50 MF Property in December 2022. Revenues for The 50/50 MF Property were approximately $3.2 million for the year ended December 31, 2022.

Other interest income. Other interest income is comprised primarily of interest income on our property loan, taxable MRB, and taxable GIL investments. The increase in other interest income for the year ended December 31, 2023 as compared to the same period in 2022 was due to the following:

Other income. Other income for the year ended December 31, 2023 related primarily to the receipt of non-refundable fees for the extension or conversion of various GIL, property loan and MRB investments. There was no other income for the year ended December 31, 2022.

Gain on sale of real estate assets. The gain on sale of real estate assets for the year ended December 31, 2023 related to the sale of the Suites on Paseo MF Property in December 2023. There was no gain on sale of real estate assets for the year ended December 31, 2022.

Gain on sale of investments in unconsolidated entities. The gain on sale of JV Equity Investments for the year ended December 31, 2023 primarily consisted of the following:

The gain on sale of JV Equity Investments for the year ended December 31, 2022 primarily consisted of the following:

Earnings (losses) on investments in unconsolidated entities. The Partnership reports its share of earnings (losses) on investments in unconsolidated entities using the equity method of accounting. Such investments typically incur losses during development and lease-up, consistent with development plans.

The following table compares Partnership expenses for the periods presented (dollar amounts in thousands):

Discussion of the Total Expenses for the Year Ended December 31, 2023 Compared to the Year Ended December 31, 2022

Real estate operating expenses. Real estate operating expenses are related to MF Properties and are comprised principally of real estate taxes, property insurance, utilities, property management fees, repairs and maintenance, and salaries and related employee expenses of on-site employees. Real estate operating expenses decreased for year ended December 31, 2023 as compared to the same period in 2022 primarily due to the sale of the Partnership's ownership interest in The 50/50 MF Property in December 2022. Operating expenses for The 50/50 MF Property were approximately $1.6 million for the year ended December 31, 2022. Operating expenses for the Suites on Paseo MF Property decreased approximately $429,000 due primarily to insurance proceeds from flood damage that offset expenses recognized in prior periods and lower management and marketing expenses.

Provision for credit losses. The Partnership adopted the CECL standard effective January 1, 2023 and we recorded a cumulative effect of accounting change of approximately $5.9 million directly to Partners’ Capital as of the effective date. The provision for credit losses for the year ended December 31, 2023 relates to declining expected credit losses for our portfolio of GIL, taxable GIL and property loan investments and is primarily due to GIL and property loan redemptions during 2023, a decrease in the weighted average life of the remaining investment portfolio, and updates of market data used as quantitative assumptions in the Partnership’s model to estimate the allowance for credit losses. There was no provision for credit losses for the year ended December 31, 2022, which was prior to the effective date of the CECL standard.

Depreciation and amortization expense. Depreciation and amortization relate primarily to the MF Properties. Depreciation and amortization expense decreased for the year ended December 31, 2023 as compared to the same period in 2022 due primarily to the sale of the Partnership's ownership interest in The 50/50 MF Property in December 2022. Depreciation expense for The 50/50 MF Property was approximately $1.1 million for the year ended December 31, 2022.

Interest expense. The increase in interest expense for the year ended December 31, 2023 as compared to the same period in 2022 was due to the following factors:

Net result from derivative transactions. Net result from derivative transactions consists of realized and unrealized gains (losses) from our derivative financial instruments. The following table summarizes the components of this line item for the years ended December 31, 2023 and 2022 (dollar amounts in thousands):

General and administrative expenses. The increase in general and administrative expenses for the year ended December 31, 2023 as compared to the same period in 2022 was primarily due to increases of approximately $1.1 million in administration fees paid to AFCA2 due to greater assets under management, approximately $764,000 in employee compensation related to higher transactional bonuses and salaries, approximately $605,000 related to professional and consulting fees from increased transactional activity, and approximately $482,000 in restricted unit compensation expense.

Discussion of Income Tax Expense for the Year Ended December 31, 2023 Compared to the Year Ended December 31, 2022

A wholly owned subsidiary of the Partnership, the Greens Hold Co, is a corporation subject to federal and state income tax. The Greens Hold Co owns certain property loans. The Greens Hold Co sold its ownership interest in The 50/50 MF Property to an unrelated non-profit organization in December 2022 and deferred a gain on sale of approximately $6.6 million. There was minimal taxable income for the Greens Hold Co for the years ended December 31, 2023 and 2022.

The Partnership believes that Cash Available for Distribution (“CAD”) provides relevant information about the Partnership’s operations and is necessary, along with net income, for understanding its operating results. To calculate CAD, the Partnership begins with net income as computed in accordance with GAAP and adjusts for non-cash expenses or income consisting of depreciation expense,

amortization expense related to deferred financing costs, amortization of premiums and discounts, fair value adjustments to derivative instruments, provisions for credit and loan losses, impairments on MRBs, GILs, real estate assets and property loans, deferred income tax expense (benefit), and restricted unit compensation expense. The Partnership also adjusts net income for the Partnership’s share of (earnings) losses of investments in unconsolidated entities as such amounts are primarily depreciation expenses and development costs that are expected to be recovered upon an exit event. The Partnership also deducts Tier 2 income (see Note 3 to the Partnership’s consolidated financial statements) distributable to the General Partner as defined in the Partnership Agreement and distributions and accretion for the Preferred Units. Net income is the GAAP measure most comparable to CAD. There is no generally accepted methodology for computing CAD, and the Partnership’s computation of CAD may not be comparable to CAD reported by other companies. Although the Partnership considers CAD to be a useful measure of the Partnership’s operating performance, CAD is a non-GAAP measure that should not be considered as an alternative to net income calculated in accordance with GAAP, or any other measures of financial performance presented in accordance with GAAP.

The following table shows the calculation of CAD (and a reconciliation of the Partnership’s net income, as determined in accordance with GAAP, to CAD) for the year ended December 31, 2023 and 2022 (all per BUC amounts are presented giving effect to the BUCs Distributions described in Note 3 of the consolidated financial statements on a retroactive basis for all periods presented):

For the year ended December 31, 2023, Tier 2 income allocable to the General Partner consisted of approximately $3.8 million related to the gains on sale of Vantage at Stone Creek and Vantage at Coventry in January 2023 and approximately $813,000 related to the gain on sale of Vantage at Conroe in June 2023, offset by a $1.4 million Tier 2 loss allocable to the General Partner related to the Provision Center 2014-1 MRB realized in January 2023 upon receipt of the majority of expected bankruptcy liquidation proceeds.

For the year ended December 31, 2022, Tier 2 income allocable to the General Partner consisted of approximately $3.2 million related to the gain on sale of Vantage at Murfreesboro in March 2022.

The Partnership declared two separate distributions during 2022 payable in the form of additional BUCs equal to $0.20 per BUC for outstanding BUCs as of the record dates of September 30 and December 30, 2022.

We continually evaluate our potential sources and uses of liquidity, including current and potential future developments related to market interest rates and the general economic and geopolitical environment. The information below is based on our current expectations and projections about future events and financial trends, which could materially differ from actual results. See the discussion of Risk Factors in Item 1A of this report for further information.

Our short-term liquidity requirements over the next 12 months will be primarily operational expenses, investment commitments (net of leverage secured by the investment assets); debt service (principal and interest payments) related to our debt financings; repayments of our secured lines of credit balances; the exercise of redemption rights by the holders of the Series A Preferred Units; and distribution payments to Unitholders. We expect to meet these liquidity requirements primarily using cash on hand, operating cash flows from our investments, redemptions of various investment assets at the stated maturity dates, and potentially additional debt financing issued in the normal course of business. In addition, we will consider the issuance of additional BUCs, Series A-1 Preferred Units, Series B Preferred Units, or other series of limited partnership interests in the Partnership based on needs and opportunities for executing our strategy.

Our long-term liquidity requirements will be primarily for maturities of debt financings and funding and purchase of additional investment assets (net of leverage secured by the investment assets). We expect to meet these liquidity requirements primarily through refinancing of maturing debt financings with the same or similar lenders; contractual principal and interest payments from our investments; and proceeds from asset redemptions and sales in the normal course of business. In addition, we will consider the issuance of additional BUCs, Series A-1 Preferred Units, Series B Preferred Units, or other series of limited partnership interests in the Partnership based on needs and opportunities for executing our strategy.

As of December 31, 2023, we reported unrestricted cash on hand of approximately $37.9 million. There are no contractual restrictions on our ability to use unrestricted cash on hand. The Partnership has a financial covenant to maintain a minimum consolidated liquidity of $5.0 million under the terms of our various financing arrangements.

Cash flows from operations are primarily comprised of regular principal and interest payments received on our investment assets that provide consistent cash receipts throughout the year. All MRBs, taxable MRBs, GILs, taxable GILs and property loans are current on contractual debt service payments as of December 31, 2023, except for the Provision Center 2014-1 MRB. Investment receipts, net of interest expense on related debt financing and lines of credit, are available for our general use. We also receive distributions from JV Equity Investments if, and when, cash is available for distribution.

Receipt of cash from our investments in MRBs, taxable MRBs, and JV Equity Investments is dependent upon the generation of net cash flows at multifamily properties that underlie these investments. These underlying properties are subject to risks usually

associated with direct investments in multifamily real estate, which include (but are not limited to) reduced occupancy, tenant defaults, falling rental rates, and increasing operating expenses.

Receipt of cash from our investments in GILs, taxable GILs, and construction financing and mezzanine property loans is dependent on the availability of funds in the original development budgets. The current rising interest rate environment is resulting in higher interest costs for properties with variable rate construction financing. We regularly monitor capitalized interest costs in comparison to capitalized interest reserves in the property’s development budget, available construction cost contingencies balances, and the funding of certain equity commitments by the owners of the underlying property. The developers may also make cash payments to pay interest due to avoid claims under their payment and completion guaranties.

We maintain a secured line of credit (“General LOC”) with two financial institutions of up to $40.0 million to purchase additional investments and to meet general working capital and liquidity requirements. We may borrow, prepay and reborrow amounts at any time through the maturity date, subject to the limitations of a borrowing base. The aggregate available commitment cannot exceed a borrowing base calculation, which is equal to 35% multiplied by the aggregate value of a pool of eligible encumbered assets. Eligible encumbered assets consist of 100% of our equity capital contributions to JV Equity Investments, subject to certain limits and restrictions. The General LOC is secured by first priority security interests in our JV Equity Investments. We have the ability to increase the total maximum commitment by $20.0 million to $60.0 million, subject to the identification of lenders to provide the additional commitment, the payment of certain fees, and other conditions. We will evaluate whether to increase the commitment based on the size of the borrowing base, liquidity needs and costs of such additional commitments. We are subject to various affirmative and negative covenants that, among others, require us to maintain consolidated liquidity of not less than $5.0 million (which will increase up to a maximum of $7.5 million if the maximum available commitment is fully increased to $60.0 million) and maintain a consolidated tangible net worth of not less than $200.0 million. We were in compliance with all covenants as of December 31, 2023. The balance of the General LOC was $16.5 million with the ability to draw an additional $22.6 million as of December 31, 2023. The General LOC has a maturity date of June 2025, with options to extend for up to two additional years, subject to certain terms and conditions.

We maintain a secured non-operating line of credit (“Acquisition LOC”) with a financial institution of up to $50 million. The Acquisition LOC may be used to fund purchases of MRBs, taxable MRBs, or loans issued to finance the acquisition, rehabilitation, or construction of affordable housing or which are otherwise secured by real estate or mortgage-backed securities (i.e., GILs, taxable GILs, and property loans). Advances on the Acquisition LOC are due on the 270th day following the advance date but may be extended for up to an additional 270 days by making certain payments. The Acquisition LOC contains a covenant, among others, that our senior debt will not exceed a specified percentage of the market value of our assets to be consistent with the Leverage Ratio (as defined by the Partnership). We were in compliance with all covenants as of December 31, 2023. There was $16.9 million outstanding on the Acquisition LOC, which was entirely repaid in January 2024. Approximately $50.0 million was available as of January 31, 2024. The Acquisition LOC has a maturity date of June 2024, with two one-year extension options, subject to certain terms and conditions.

We may, from time to time, experience redemptions of or execute sales of our investments in MRBs, GILs, property loans, JV Equity Investments and MF Properties consistent with our strategic plans. Borrowers on certain of our MRBs, GILs, and property loans have the right to prepay amounts outstanding prior to contractual maturity which would result in the return of our capital, net of repayment of leverage on the related asset.

Our MRB portfolio is marked at a premium to cost, adjusted for paydowns, primarily due to higher stated interest rates when compared to current market interest rates for investments with similar terms. We may consider selling certain MRB investments in exchange for cash at prices that approximate our currently reported fair value. However, we are contractually prevented from selling the MRB investments included in our TEBS financings. Our ability to dispose of investment assets on favorable terms is dependent upon several factors including, but not limited to, the number of potential buyers and the availability of credit to such potential buyers to purchase investment assets at prices we consider acceptable. Recent volatility in market interest rates, recent inflation and the potential for an economic recession may negatively impact the potential prices we could realize upon the disposition of our various assets.

Our JV Equity Investments are passive in nature and decisions on when to sell an individual property are made by our joint venture partner based on its view of the local market conditions and current leasing trends. We are entitled to proceeds upon the sales of JV Equity Investments in accordance with the terms of the entity operating agreement. The following table summarizes the proceeds from sales of our JV Equity Investments during 2023, inclusive of the return of our initial equity investments:

In February 2023, the Greens of Pine Glen MRBs and property loans were redeemed. We received approximately $10.9 million of cash proceeds upon redemption of the MRBs and property loan. Related TEBS financing principal of $7.6 million was paid down upon redemption.

In December 2023, we completed the sale of the Suites on Paseo MF Property for gross proceeds of approximately $40.7 million. A portion of the proceeds were used to pay closing costs and to repay $25.0 million of principal on our mortgage payable.

Many of our GIL and property loan investments have maturity dates within the next 12 months, which will be purchased by Freddie Mac, through a servicer, or repaid by the borrower on or before the maturity at prices equal to the principal outstanding plus accrued interest. Such proceeds will be primarily used to repay our related debt financing. We regularly monitor the progress of the underlying properties and the likelihood of redemption upon maturity and currently have no concerns regarding repayment. Borrowers of certain GIL and property loan investments may request an extension of the maturity dates up to six months, subject to meeting various conditions, obtaining an approval of Freddie Mac to extend the maturity date of the forward purchase commitment, and payment of an extension fee to us.

We hold certain investments that are not associated with our debt financings, mortgages payable, or secured LOCs. We may obtain leverage for these investments by posting the investments as security. As of December 31, 2023, our primary unleveraged assets were certain MRBs and taxable MRBs with outstanding principal totaling approximately $51.7 million, of which approximately $27.3 million of assets were securitized into a TOB financing for gross proceeds of $21.8 million in February 2024.

Issuances of Debt Securities, BUCs, Series A-1 Preferred Units or Series B Preferred Units

We may, from time to time, issue additional BUCs, Preferred Units, or debt securities, in one or more offerings, at prices or quantities that are consistent with our strategic goals. In December 2022, the Partnership’s Registration Statement on Form S-3 (the “Shelf Registration Statement”) was declared effective by the SEC under which the Partnership may, from time to time, offer and sell BUCs, Preferred Units, or debt securities, in one or more offerings, with a maximum aggregate offering price of $300.0 million. Debt securities issued under the Shelf Registration Statement may be senior or subordinate obligations of the Partnership. The Shelf Registration Statement will expire in December 2025.

We are currently party to a Capital on DemandTM Sales Agreement to offer and sell, from time to time at market prices on the date of sale, BUCs up to an aggregate offering price of $30 million via an “at the market offering.” As of December 31, 2023, we have not sold any BUCs under this program. We will continue to assess if and when to issue BUCs under this program going forward.

We have two registration statements on Form S-3 covering the offering of Preferred Units that have been declared effective by the SEC. The following table summarizes the Partnership's current Preferred Unit offerings:

During the year ended December 31, 2023, we issued a total of 1,800,000 Series A-1 Preferred Units to two financial institutions under the registration statement for the Series A-1 Preferred Units offering referenced in the table above for gross proceeds of $18.0 million.

Additionally, in February 2024, we issued 500,000 Series B Preferred Units to a new investor under the registration statement on Form S-3 for the Series B Preferred Units offering referenced in the table above for gross proceeds of $5.0 million.

We may also designate and issue additional series of preferred units representing limited partnership interests in the Partnership in accordance with the terms of the Partnership Agreement.

We use cash to pay general and administrative expenses of our operations. For additional details, see Item 1A, “Risk Factors” in this report, and the section captioned “Cash flows from operating activities” in the consolidated statements of cash flows set forth in Item 8 of this Report. General and administrative expenses are typically paid from unrestricted cash on hand and operating cash flows.

Our overall strategy is to invest in quality multifamily properties through the acquisition of MRBs, GILs, property loans and JV Equity Investments in both existing and new markets. We evaluate investment opportunities based on, but not limited to, our market outlook, including general economic conditions, development opportunities and long-term growth potential. Our ability to make future investments is dependent upon identifying suitable acquisition and development opportunities, access to long-term financing sources, and the availability of investment capital. We may commit to fund additional investments on a draw-down or forward basis.

The following table summarizes our outstanding investment commitments as of December 31, 2023:

We will consider providing additional financing to borrowers on our debt investments or additional equity to our JV Equity Investments above our original commitments if requested by the borrowers and managing members, respectively, on a case-by-case basis. When considering whether to fund such requests, we will consider various factors including, but not limited to, the economic

return on additional investments in the entity, the impact to the Partnership’s credit and investment risk from either funding or withholding funding, and the requesting entity’s other available sources of funding.

In January 2024 and through the date of this report in February 2024, we advanced additional capital totaling $2.7 million across four Vantage JV Equity Investments. The additional capital was used to cover development costs overruns, primarily due to higher than anticipated interest costs. We anticipate making additional investments in certain JV Equity Investments during 2024 though the ultimate amount is uncertain. The amount of such additional funding will depend on various future developments, including, but not limited to, the pace of development, changes in interest rates, the pace of lease-up, and overall operating results of the underlying properties.

Debt Service on Debt Financings, the TEBS Residual Financing, Mortgages Payable and Secured Lines of Credit

Our debt financing arrangements consist of various secured financing transactions to leverage our portfolio of MRB, taxable MRB, GIL, taxable GIL, and certain property loan investment assets. The financing arrangements generally involve the securitization of these investment assets into trusts whereby we retain beneficial interests in the trusts that provide us certain rights to the underlying investment assets. The senior securities are sold to unaffiliated parties in exchange for debt proceeds. The senior securities require periodic interest payments that may be fixed or variable, depending on the terms of the arrangement, and scheduled principal payments. We are required to fund any shortfall in principal and interest payable to the senior securities of the TEBS financings in the case of non-payment, forbearance or default of the borrowers’ contractual debt service payments of the related MRBs, up to the value of our residual interests. In the case of forbearance or default on an underlying investment asset in a term TOB or TOB trust financing, we may be required to fund shortfalls in principal and interest payable to the senior securities, repurchase a portion of the outstanding senior securities, or repurchase the underlying investment asset and seek alternative financing. We anticipate that cash flows from the securitized investment assets will fund normal, recurring principal and interest payments to the senior securities and all trust-related fees.

When possible, we structure the debt financing maturity dates associated with our GIL, taxable GIL, and property loan investments to match the investment maturity dates such that investment redemption proceeds will paydown the outstanding debt financing.

Our debt financing arrangements include various fixed and variable rate debt arrangements. Recent increases in short-term interest rates have resulted in increases in the interest costs associated with our variable rate debt financing arrangements. We actively manage our portfolio of fixed and variable rate debt financings and our exposure to changes in market interest rates. The following table summarizes our fixed and variable rate debt financings as of December 31, 2023 and 2022:

The interest rate paid on our variable rate debt financings are generally determined by the senior securities remarketing agent as the rate necessary to remarket any senior securities tendered by holders thereof for remarketing that week at a price of par. Interest on the senior securities is either taxable or tax-exempt to the holders based on the structure of the TOB financing. The senior securities rate on TOB financings structured as tax-exempt to the senior securities holders are typically correlated to tax-exempt municipal short-term securities indices, such as SIFMA. The senior securities rate on TOB financings structured as taxable to the senior securities holders are typically correlated to taxable short-term securities indices, such as SOFR.

We have hedged a portion of our overall exposure to changes in market interest rates on our variable rate debt financings through various interest rate swaps. Our interest rate swaps are subject to monthly settlements whereby we pay a stated fixed rate and our

counterparty pays a variable rate equal to the compounded SOFR rate for the settlement period. We are currently a net receiver on our portfolio of interest rate swaps and received net settlement proceeds totaling $5.6 million during the year ended December 31, 2023.

The majority of our variable-rate debt financings that are hedged through interest rate swaps have interest that is tax-exempt to the senior securities holders. In order to account for the differential between our interest rate swaps which are indexed to SOFR (a taxable rate) and our debt financing rate (which is correlated to short-term tax-exempt municipal securities rates), we assume that, over the term of our debt financing, the tax-exempt senior securities interest rate will approximate 70% of the SOFR rate. This assumption aligns with common market assumptions and the historical correlation between taxable and tax-exempt municipal short-term securities rates. However, such ratio may not be accurate in the short term or long term in the future. We apply a 70% conversion ratio when determining the notional amount of our interest rate swaps such that, as an example, a $7.0 million notional amount indexed to SOFR is the equivalent to $10.0 million notional amount for tax-exempt debt financing. As such, the reported amount of variable debt financing in the table above exceeds the stated notional amount of the SOFR-indexed interest rate swaps as of December 31, 2023. The following table summarizes the average stated SOFR-denominated notional amount by year for our existing interest rate swaps (before applying our assumed 70% ratio of tax-exempt municipal securities rates to SOFR):

The table above does not include an additional interest rate swap executed in January 2024 with a notional amount of approximately $38.7 million through February 2027 to hedge variable rate TOB financings.

When we execute a TOB trust financing, we retain a residual interest that is pledged as our initial collateral under the ISDA master agreement based on the market value of the investment asset(s) at the time of initial closing. If the net aggregate value of our investment assets in TOB trust financings and our interest rate swap agreements decline below a certain threshold, then we are required to post additional collateral with our counterparties. We posted approximately $9.4 million of net cash collateral with Mizuho during the year ended December 31, 2023 due to declines in the value of our fixed interest rate investment assets funded with TOB trusts resulting from generally rising market interest rates. In addition, we posted additional cash collateral of approximately $5.8 million in January 2024 and through the date of this report in February 2024 due to further valuation declines on our fixed rate investment assets funded with TOB trusts. We satisfied all collateral calls using unrestricted cash on hand. Continuing volatility in market interest rates and potential deterioration of general economic conditions may cause the value of our investment assets to decline and result in the posting of additional collateral in the future. The valuation of our interest rate swaps move inversely with the change in valuation of our investment assets, so the change in valuation of our interest rate swaps partially offset the change in value of our investment assets when determining the amount of collateral posting requirements.

Our TEBS Residual Financing is secured by the cash flows from the residual certificates of our TEBS financings. Interest due on the TEBS Residual Financing is at a fixed rate of 7.125% per annum and will be paid from receipts related to the TEBS financing residual certificates. Future receipts of principal related to the TEBS financing residual certificates will be used to pay down the principal of the TEBS Residual Financing. The TEBS Residual Financing is non-recourse financing to the Partnership and is not subject to mark-to-market collateral posting.

Our General LOC and Acquisition LOC require monthly interest payments on outstanding balances and certain quarterly commitment fees. Such obligations are paid primarily from operating cash flows. The Acquisition LOC requires principal payments as previously described in this Item 7. The General LOC does not require principal payments until maturity in June 2025 so long as the outstanding principal does not exceed the borrowing base calculation.

The following table summarizes contractual maturities by year for our secured lines of credit, debt financings, and mortgages payable as of December 31, 2023:

See Item 7a, “Quantitative and Qualitative Disclosures about Market Risk” of this Report for additional details.

Distributions to the holders of Series A Preferred Units and Series A-1 Preferred Units, if declared by the General Partner, are paid quarterly at an annual fixed rate of 3.0%. Distributions to the holders of Series B Preferred Units, if declared by the General Partner, are paid quarterly at an annual fixed rate of 5.75%. The Series A Preferred Units, Series A-1 Preferred Units and Series B Preferred Units are non-cumulative, non-voting and non-convertible.

On December 13, 2023, we announced that the Board of Managers of Greystone Manager, which is the general partner of the General Partner, declared a quarterly cash distribution of $0.37 per BUC to unitholders of record on December 29, 2023 and payable on January 31, 2024. The Board of Managers of Greystone AF Manager also declared a supplemental distribution payable in the form of additional BUCs equal to $0.07 per BUC, which was paid on January 31, 2024 at a ratio of 0.00415 BUCs for each BUC outstanding as of December 29, 2023. All fractional BUCs resulting from the BUCs Distribution received cash for such fraction based on the market value of the BUCs on the record date.

The Partnership and its General Partner continually assess the level of distributions for the Preferred Units and BUCs based on cash available for distribution, financial performance and other factors considered relevant. On December 13, 2023, the Partnership announced that the Board intends to declare an additional supplemental distribution of $0.07 per BUC payable in the form of additional BUCs during the first quarter of 2024.

Upon the sixth anniversary of the closing of the sale of Series A Preferred Units to a subscriber, and upon each anniversary thereafter, each holder of Series A Preferred Units has the right to redeem, in whole or in part, the Series A Preferred Units held by such holder at a per unit redemption price equal to $10.00 per unit plus an amount equal to all declared and unpaid distributions through the date of the redemption. The Partnership redeemed $30.0 million of Series A Preferred Units during the year ended December 31, 2023. We previously received notice from a holder of Series A Preferred Units of its intent to redeem $10.0 million of Series A Preferred Units in March 2024. After this redemption, there will be no Series A Preferred Units outstanding.

As of December 31, 2023, we have issued $55.0 million of Series A-1 Preferred Units. Upon the sixth anniversary of the closing of the sale of Series A-1 Preferred Units to a subscriber, and upon each anniversary thereafter, each holder of Series A-1 Preferred Units has the right to redeem, in whole or in part, the Series A-1 Preferred Units held by such holder at a per unit redemption price equal to $10.00 per unit plus an amount equal to all declared and unpaid distributions through the date of the redemption. The earliest redemption dates for the outstanding Series A-1 Preferred Units range from April 2028 to June 2029.

In January 2024, we issued 1,750,000 Series B Preferred Units in exchange for 1,750,000 outstanding Series A Preferred Units, held by a financial institution pursuant to a Form S-4 registration statement which we previously filed to register the offering of up to 1,750,000 of Series B Preferred Units in exchange for the Partnership’s outstanding Series A Preferred Units. The new Series B Preferred Units will not be eligible for redemption until the sixth anniversary of the date of the exchange in January 2030, except in certain limited circumstances.

The Preferred Unit holders must provide notice of their election to redeem no less than 180 days prior to such optional redemption dates. If the holders of the Preferred Units elect to redeem, we will be required, subject to certain restrictions, to secure funds to redeem from unrestricted cash on hand, proceeds from our General LOC, additional borrowings or through additional capital raising options.

We are subject to various guaranty obligations in the normal course of business, and, in most cases, do not anticipate these obligations to result in significant cash payments.

In 2023, we used cash of $44.9 million, which was the net result of $24.9 million provided by operating activities, $53.6 million provided by investing activities, and $123.4 million used in financing activities.

Cash provided by operating activities totaled $24.9 million in 2023 compared to $21.1 million generated in 2022. The change was due to the following factors:

Cash provided by investing activities totaled $53.6 million in 2023 compared to cash used of $278.6 million in 2022. The change was due to the following factors:

Cash used in financing activities totaled $123.4 million in 2023 compared to cash provided of $198.2 million in 2022. The change was primarily due to the following factors:

We believe our cash balance and cash provided by the sources discussed herein will be sufficient to pay, or refinance, our debt obligations and to meet our liquidity needs over the next 12 months.

We set target constraints for each type of financing utilized by us. Those constraints are dependent upon several factors, including the assets being leveraged, the tenor of the leverage program, whether the financing is subject to mark-to-market collateral calls, and the liquidity and marketability of the financed collateral. We use target constraints for each type of financing to manage to an overall 80% maximum leverage level (the “Leverage Ratio”), as established by the Board of Managers of Greystone Manager. The Board of Managers of Greystone Manager retains the right to change the maximum Leverage Ratio in the future based on the consideration of factors the Board of Managers considers relevant. We calculate our Leverage Ratio as total outstanding debt divided by total assets using cost adjusted for paydowns for MRBs, GILs, property loans, taxable MRBs and taxable GILs, and initial cost for deferred financing costs and real estate assets. As of December 31, 2023, our overall Leverage Ratio was approximately 72%.

As of December 31, 2023 and 2022, we held MRB, GIL, taxable MRB, taxable GIL, and certain property loan investments that are secured by affordable multifamily and seniors housing properties and one commercial property, which are owned by entities that are not controlled by us. We have no equity interest in these entities and do not guarantee any obligations of these entities.

As of December 31, 2023, we own noncontrolling equity interests in various unconsolidated entities for the development of market rate multifamily and seniors housing properties. We account for these equity interests using the equity method of accounting and the assets, liabilities, and operating results of the underlying entities are not included in our consolidated financial statements.

We have entered into various financial commitments and guaranties. For additional discussions related to commitments and guaranties, see Note 19 to the consolidated financial statements.

We do not engage in trading activities involving non-exchange traded contracts. As such, we are not materially exposed to any financing, liquidity, market, or credit risk that could arise if we had engaged in such relationships.

We do not have any relationships or transactions with persons or entities that derive benefits from their non-independent relationships with us or our related parties, other than those disclosed in Note 23 to the consolidated financial statements.

Our significant accounting policies are more fully described in Note 2 and 24 to the Partnership’s consolidated financial statements, which are incorporated by reference. The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. We consider the following to be our critical accounting estimates because they involve our judgments, assumptions and estimates that significantly affect the Partnership’s consolidated financial statements. If these estimates differ significantly from actual results, the impact on the Partnership’s consolidated financial statements may be material.

Under the accounting guidance for consolidation, we evaluate entities in which we hold a variable interest to determine if the entities are VIEs and if we are the primary beneficiary. There is a significant amount of judgment required to determine if an entity is considered a VIE and if we are the primary beneficiary. We first perform a qualitative analysis, which requires certain subjective decisions regarding our assessment, including, but not limited to, which interests create or absorb variability, the contractual terms, the key decision-making powers, impact on the VIE’s economic performance and related party relationships. In certain cases, the analysis requires evaluations of quantitative matters such as the investment equity at risk and shares of voting rights. We reevaluate VIEs at each reporting date based on events and circumstances at the VIEs, which may change over time. As a result, changes to the consolidated VIEs may occur in the future based on changes in circumstances.

The fair value of the Partnership’s investments in MRBs as of December 31, 2023 and 2022, is based upon prices obtained from third-party pricing services, which are estimates of market prices. There is no active trading market for these securities, and price quotes for the securities are not available. The Partnership evaluates pricing data received from the third-party pricing services by evaluating consistency with information from either the third-party pricing services or public sources. The fair value estimates of the MRBs are based largely on unobservable inputs believed to be used by market participants and requires the use of judgment on the part of the third-party pricing services and the Partnership. Though the valuation model for MRBs and taxable MRBs is based on commonly used market pricing methods, the overall effective yield for each MRB used to discount contractual cash flows to estimate a fair value can be significantly impacted by the yield adjustment applied for each input to the valuation model. The most significant inputs to the MRB and taxable MRB valuation model are the base market interest rate curves (Municipal Market Data Tax-Exempt and Taxable Multifamily rate curves) and adjustments for privately placed securities.

Significant increases (decreases) in the effective yield would have resulted in a significantly lower (higher) fair value estimate, which will impact the reported assets and partners’ capital on our consolidated balance sheets and our reported comprehensive income. Changes in fair value due to an increase or decrease in the effective yield do not impact the Partnership’s cash flows or reported net income, except in the case of impairment related to credit factors.

See the Partnership`s Mortgage Revenue Bonds Sensitivity Analysis in Item 7A for further analysis on the impact of hypothetical changes in effective yield on the fair value of our MRBs.

Held-to-Maturity Debt Securities, Held-for-Investment Loans and Related Unfunded Commitments

The Partnership estimates allowances for credit losses for its GILs, taxable GILs, property loans and related non-cancelable funding commitments using a Weighted Average Remaining Maturity (“WARM”) method loss-rate model, combined with qualitative factors that are sensitive to changes in forecasted economic conditions. The Partnership applies qualitative factors related to risk factors and changes in current economic conditions that may not be adequately reflected in quantitatively derived results, or other relevant factors to ensure the allowance for credit losses reflects the Partnership’s best estimate of current expected credit losses. The WARM method pools assets sharing similar characteristics and utilizes a historical annual charge-off rate which is applied to the outstanding asset balances over the remaining weighted average life of the pool, adjusted for certain qualitative factors to estimate expected credit losses. As such, the Partnership uses historical annual charge-off data for similar assets from publicly available loan data through the Federal Financial Institution Examination Council (“FFIEC”). The selection and evaluation of FFEIC data is subjective and requires judgment in determining whether the underlying data is sufficiently similar to our investments in nature and overall risk. The Partnership adjusts for current conditions and the impact of qualitative forecasts that are reasonable and supportable. The Partnership assesses qualitative adjustments related to, but not limited to, credit quality changes in the asset portfolio, general economic conditions, changes in the affordable multifamily real estate markets, changes in lending policies and underwriting, and underlying collateral values. The population of qualitative factors and the weighting of such factors in the WARM model are highly subjective and require the use of judgment.

The Partnership has minimal loss history with GILs, taxable GILs, and property loans to date and, in fact, has yet to realize any losses on its GILs, taxable GILs, and construction-related property loans. As of January 31, 2024, the Partnership has successfully converted six of its GIL investments to permanent financing and received all principal and accrued interest in full, including property loans and taxable GIL amounts associated with the secured properties. However, the Partnership may realize losses on its existing investments, related contractual funding commitments, and future investment commitments.

As of December 31, 2023, the Partnership’s allowance for credit losses associated with its held-to-maturity debt securities was approximately $4.1 million. The Partnership did not record an allowance for credit losses associated with its held-to-maturity debt securities as of December 31, 2022.

The Partnership periodically determines if allowances of credit losses are needed for its MRBs and taxable MRBs under the applicable guidance for available-for-sale debt securities. While the Partnership evaluates all available information, it focuses specifically on whether the estimated fair value of the security is below amortized cost. If the estimated fair value of an MRB is below amortized cost, and the Partnership has the intent to sell or may be required to sell the MRB prior to the time that its value recovers or until maturity, the Partnership will record an impairment through earnings equal to the difference between the MRB’s carrying value and its fair value. If the Partnership does not expect to sell an other-than-temporarily impaired MRB, only the portion of the impairment related to credit losses is recognized through earnings as a provision for credit loss, with the remainder recognized as a component of other comprehensive income. In determining the provision for credit loss, the Partnership compares the present value of cash flows expected to be collected to the amortized cost basis of the MRB and records any provision for credit losses as an adjustment to the allowance for credit losses.

The recognition of an impairment, provision for credit loss, and the potential impairment analysis are subject to a considerable degree of judgment, specifically relating to fair value estimates (discussed previously), projections of future cash flows, and present value factors applied in the analysis. The Partnership periodically reviews any previously impaired MRBs for indications of a recovery of value, which is subject to the same judgments as the original impairment analyses. For MRB impairment recoveries identified prior to the adoption of the CECL model, the Partnership will accrete the recovery of prior credit losses into investment income over the remaining term of the MRB.

The Partnership’s allowance for credit losses associated with its available-for-sale debt securities as of December 31, 2023 and 2022 was approximately $9.9 million and $10.0 million, respectively.

The Partnership reviews its investments in unconsolidated entities for impairment whenever events or changes in business circumstances indicate that the carrying amount of the investments may not be fully recoverable. The Partnership considers various qualitative and quantitative factors to determine if there are indications of impairment. Qualitative factors considered include local and regional market conditions, regulatory conditions, and overall financial conditions. Quantitative factors considered include financial operating results in comparison to expectations, deterioration in financial results or occupancy, and impairments reported at the underlying entities. The Partnership applies judgment in considering whether such factors indicate a potential impairment has occurred. The Partnership’s assessment of whether a decline in value is other than temporary is based on the Partnership’s ability and intent to hold the investment and whether evidence indicating the carrying value of the investment is recoverable within a reasonable period of time outweighs evidence to the contrary. This analysis requires the Partnership to estimate the fair value of each investment, which is also subjective and requires the use of certain assumptions. The Partnership will consider available data in estimating the fair value, which may include consideration of comparable market transactions, opinions of value provided by knowledgeable brokers, various cash flow assumptions, discount rates, and market capitalization rates. To date, the Partnership has not recorded any impairments on its JV Equity Investment portfolio, although future impairments and losses may occur.

For a discussion on recently issued accounting pronouncements, see Note 2 to the Partnership’s consolidated financial statements which is incorporated by reference.

The Partnership has invested and intends to invest in assets which are and will be purchased in order to support underlying community development activities targeted to low- and moderate-income individuals, such as affordable housing, small business lending, and job creating activities in areas of the United States. These investments may be eligible for regulatory credit under the Community Reinvestment Act of 1977 ("CRA") and available for allocation to holders of our Preferred Units (see Note 20 to Partnership's consolidated financial statements).

The following table sets forth the assets of the Partnership the General Partner believes are eligible for regulatory credit under the CRA and are available for allocation to Preferred Unit investors as of February 21, 2024:

The primary components of our market risk as of December 31, 2023 are related to interest rate risk and credit risk. Our exposure to market risks relates primarily to our investments in MRBs, GILs, property loans and our debt financing. We seek to actively manage these and other risks and to acquire and hold assets that we believe justify bearing those risks, and to maintain capital levels consistent with those risks.

The recent rising interest rate environment, the recent inflationary environment, and the risk of a potential recession have contributed to increasing market risk.

Volatility in the fixed income markets continued throughout 2023. The Federal Reserve announced seven increases in short-term interest rates totaling 525 basis points during 2022 and 2023 to combat price inflation, with the last rate increase occurring in July 2023. The Federal Reserve has recently maintained rates at the current levels as it analyzes further employment, price and economic data for indications of inflation declining to its long-term annual inflation target of 2%. The Federal Reserve continues to reduce its balance sheet of US treasury bonds and mortgage-backed securities which may cause further upward pressure on interest rates. Increases in short-term interest rates will generally result in similar increases in the interest cost associated with our variable debt financing arrangements.

Interest rates are highly sensitive to many factors, including governmental, monetary and tax policies, domestic and international economic and political considerations, and other factors beyond our control. The nature of our MRB, GIL, and property loan investments and the debt used to finance these investments exposes us to financial risk due to fluctuations in market interest rates. The majority of our MRB investments bear interest at fixed rates. Our GIL and property loan investments predominantly bear interest at variable rates and all are subject to interest rate floors.

We regularly hedge our exposure to changes in interest rates where we have financed fixed rate investment assets with variable rate debt financing by executing SOFR-denominated interest rate swaps. Though the variable rate indices of our debt financing and interest rate swaps may differ, the interest rate swaps have effectively synthetically fixed the interest rate of the related debt financing. The majority of our variable-rate debt financings that are hedged through interest rate swaps have interest that is tax-exempt to the senior securities holders. In order to account for the differential between our interest rate swaps which are indexed to SOFR (a taxable rate) and our debt financing rate (which is correlated to short-term tax-exempt municipal securities rates), we assume that, over the term of our debt financing, the tax-exempt senior securities interest rate will approximate 70% of the SOFR rate. This assumption aligns with common market assumptions and the historical correlation between taxable and tax-exempt municipal short-term securities rates. However, such ratio may not be accurate in the short term or long term in the future.

The following table sets forth information regarding the impact on our net interest income assuming various changes in short-term interest rates as of December 31, 2023:

The interest rate sensitivity table above (the “Table”) represents the change in interest income from investments, net of interest on debt and settlement payments for interest rate derivatives over the next twelve months, assuming an immediate parallel shift in the SOFR yield curve and the resulting implied forward rates are realized as a component of this shift in the curve. The table does not reflect any non-cash mark-to-market gains or losses on interest rate swaps caused by the assumed changes in interest rates. Assumptions include anticipated interest rates; relationships between different interest rate indices such as SOFR and SIFMA; and outstanding investment, debt financing and interest rate derivative positions. No assurance can be made that the assumptions included in the Table presented herein will occur or that other events will not occur that will affect the outcomes of the analysis. Furthermore, the results included in the Table assume we do not act to change our sensitivity to the movement in interest rates. As the above information incorporates only those material positions or exposures that existed as of December 31, 2023, it does not consider those exposures or positions that have arisen or could arise after that date. The ultimate economic impact of these market risks will depend on the exposures that arise during the period, our risk mitigation strategies at that time and the overall business and economic environment.

We employ leverage to fund the acquisition of many of our fixed income assets. Approximately 69% of our leverage bears interest at short term variable interest rates. Our remaining 31% of leverage has fixed interest rates. Of those assets funded with short term variable rate debt facilities, approximately 35% bear interest at a variable rate as well. While there is some basis risk between the interest cost associated with our debt financing arrangements and the short-term interest rate indices on our variable rate assets, this portion of our portfolio is substantially match funded with rising short term interest rates having a minimal impact on our net interest income.

For those fixed rate assets where we have variable rate funding, hedging instruments such as interest rate caps and interest rate swaps have been utilized to hedge some, but not all, of the potential increases in our funding cost that would result from higher short term interest rates. In some cases, these positions have been hedged to their expected maturity date. In others, a shorter-term hedge has been executed due to uncertainty regarding the time period over which the individual fixed rate asset might be outstanding.

The ICE Benchmark Association, or IBA, ceased publication of our relevant U.S. dollar LIBOR settings effective July 1, 2023. As of June 30, 2023, all Partnership contracts that were previously indexed to LIBOR were amended to replace such terms with SOFR or Term SOFR indexed rates such that our exposure to the cessation of LIBOR is minimal. Despite the LIBOR transition in various markets, multi-rate environments may persist in the near term. However, we have not observed any material negative impacts to our investment or debt financing portfolios as a result of the cessation of LIBOR.

For information on our debt financing and interest rate derivatives see Notes 16 and 18, respectively.

Our primary credit risk is the risk of default on our investment in MRBs, GILs and property loans collateralized by multifamily residential, seniors housing and skilled nursing properties. The MRB and GIL investments are not direct obligations of the governmental authorities that issue the MRB or GIL and are not guaranteed by such authorities or any issuer. In addition, the MRB, GIL, and the associated property loan investments are non-recourse obligations of the property owner. As a result, the primary sources of principal and interest payments on our MRB, GIL, and the property loan investments are the net operating cash flows generated by these properties or the net proceeds from a sale or refinance of these properties. Affiliates of the borrowers of our GIL and construction financing property loan investments have full to limited guaranties of construction completion and payment of principal and accrued interest on the GIL and property loan investments, so we may have additional recourse options for these investments.

If a property is unable to sustain net rental revenues at a level necessary to pay current debt service obligations on our MRB, GIL or property loan investments, a default may occur. A property’s ability to generate net operating cash flows is subject to a variety of factors, including rental and occupancy rates of the property and the level of its operating expenses. Occupancy rates and rents are directly affected by the supply of, and demand for, multifamily residential, single-family rentals, seniors housing and skilled nursing properties in the market area where the property is located. This is affected by several factors such as local or national economic conditions, the amount of new apartment construction and the affordability of single-family homes. In addition, factors such as government regulation (e.g. zoning laws and permitting requirements), inflation, real estate and other taxes, labor issues, and natural disasters can affect the economic operations of a multifamily residential property. Rental rates for set-aside units at affordable multifamily properties are typically tied to certain percentages of the area median income. Increases in area median income are not necessarily correlated to inflationary increases in property operating expenses. A significant mismatch between area median income growth and increased property operating expenses could negatively impact net operating cash flows available to pay debt service. If AMI declines on a year-over-year basis, rents could need to be reduced.

Certain MRB, GIL, and construction financing property loan investments that fund the construction of new affordable multifamily properties may have variable interest rates. Since there are little to no operating cash flows during the construction and lease-up periods for new properties, borrowers utilize capitalized interest reserves to fund debt service prior to stabilization. Increases in market interest rates will cause an increase in debt service costs where variable rate financing is used. If interest rate increases are large enough, such capitalized interest reserves and other budgeted contingencies may be insufficient to pay all debt service through stabilization. Such cost overruns may cause defaults on our construction financing investments if other funding sources are not available to the borrowers or if related guarantors fail to meet their obligations.

Defaults on our MRB, GIL, or property loan investments may reduce the amount of future cash available for distribution to Unitholders. In addition, if a property’s net operating cash flow declines, it may affect the market value of the property, which may result in net proceeds from the ultimate sale or refinancing of the property to be insufficient to repay the entire principal balance of our MRB, GIL or property loan investment. In the event of a default, we will have the right to foreclose on the mortgage or deed of trust on the property securing the investment. If we take ownership of the property securing a defaulted MRB or GIL investment, we will be entitled to all net operating cash flows generated by the property and will be subject to risks associated with ownership of multifamily real estate. If such an event occurs, these investments will not provide tax-exempt income. In the event of default, we will likely be

required to repay debt secured by our investment using available liquidity or arrange alternative financing, if available, which is likely to be at less favorable terms. Such occurrences will negatively impact our overall available liquidity.

We actively manage the credit risks associated with our MRB, GIL, and property loan investments by performing a complete due diligence and underwriting process of the owners and the properties securing these investments prior to investing. In addition, we carefully monitor the on-going performance of the properties underlying these investments.

Credit risk is also present in the geographical concentration of the properties securing our MRB investments. We have significant geographic concentrations in Texas, California, and South Carolina. The table below summarizes the geographic concentrations in these states as a percentage of the total MRB principal outstanding:

Third-party pricing services are used to value our MRB investments. The pricing service uses a discounted cash flow and yield to maturity or call analysis which encompasses judgment in its application. The key assumption in the yield to maturity or call analysis is the range of effective yields of the individual MRB investments. The effective yield analysis for each MRB considers the current market yield of similar securities, specific terms of each MRB, and various characteristics of the property collateralizing the MRB such as debt service coverage ratio, loan to value, and other characteristics. The effective yield for each MRB has historically trended with, although is not directly influenced by, medium and long-term interest rate movements. Our valuation service provider uses tax-exempt and taxable housing interest rate curves published by Municipal Market Data to estimate the value of our MRB investments. Our valuation service provider primarily uses the A rated Tax Exempt Housing Sector Yield Curve, which decreased by an average 29 basis points during 2023. The 10 year and 30 year United States Treasury yield increased zero and six basis points, respectively, during 2023. The 5 year and 10 year SOFR swap rate decreased 22 and 8 basis points, respectively, during 2023. These interest rate changes have a direct effect on the market value of our MRB portfolio, but do not directly impact a borrower's ability to meet its obligations.

We completed a sensitivity analysis which is hypothetical and is as of a specific point in time. The results of the sensitivity analysis may not be indicative of actual changes in fair value and should be used with caution. The table below summarizes the sensitivity analysis metrics related to our MRB investments as of December 31, 2023:

Our JV Equity Investments fund the construction, stabilization and sale of market-rate multifamily real estate. The realizable property values for such investments are primarily dependent upon the value of a property to prospective buyers at the time of its sale, which may be impacted by market cap rates, the operating results of the property, local market conditions and competition, and interest rates on mortgage financing. We have noticed market cap rates are trending upward due to, though not limited to, the current economic environment and increasing interest rates. We have also noted that rental rates may be decreasing in certain markets, which would lower property operating results leading to a reduction in property valuations. Operating results of real estate properties may be affected by many factors, such as the number of tenants, the rental and fee rates, operating expenses, the cost of repairs and maintenance, taxes, debt service requirements, competition from other similar multifamily rental properties and general and local economic conditions. In addition, all outstanding financing directly secured by such real estate properties must be repaid upon sale. Lower sales proceeds may prevent us from collecting our accrued preferred return or the return of our original investment equity, which would result in realized losses on our investments.

MRB investments may have optional call features that may be exercised by either the borrower or the Partnership that are earlier than the contractual maturity. These optional call features may be at either par or premiums to par. In addition, our GIL and most property loan investments are prepayable at any time without penalty. Borrowers may choose to redeem our investments if prevailing market interest rates are lower than the interest rate on our investment asset or for other reasons. In order to maintain or grow our investment portfolio size and earnings, we must reinvest repayment proceeds in new assets. New MRB, GIL and property loan investment opportunities may not generate the same returns as our current investments such that our reported operating results may decline over time. In addition, rising interest rates and construction costs could limit the ability of developers to initiate new projects for us to finance with MRB, GIL, and property loan investments.

Similarly, we are subject to reinvestment risk on the return of capital from sales of JV Equity Investments. Our strategy involves making JV Equity Investments for the development, stabilization and sale of market-rate multifamily rental properties. Our initial equity contributions are returned upon sale of the underlying properties, at which time we will look to reinvest the capital into new JV Equity Investments or other investments. Fewer new investment opportunities may result from negative changes in various economic factors and those new investments that we do make may not generate the same returns as our prior investments due to factors including, but not limited to, increasing competition in the development of market-rate multifamily rental properties, rising interest rates on construction loans and increasing construction costs. We have observed declining availability of credit and tighter credit underwriting standards for banks that provide construction financing for our JV Equity Investments, which may result in lower loan proceeds and higher rates on construction loans in the near-term such that new investment profitability is negatively impacted or more difficult to originate. Lower returns on new investment opportunities will result in declining operating results over time.

To the Board of Managers of Greystone AF Manager LLC and Partners of Greystone Housing

We have audited the accompanying consolidated balance sheets of Greystone Housing Impact Investors LP and its subsidiaries (the “Partnership”) as of December 31, 2023 and 2022, and the related consolidated statements of operations, of comprehensive income, of partners' capital and of cash flows for the years then ended, including the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Partnership as of December 31, 2023 and 2022, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

These consolidated financial statements are the responsibility of the Partnership’s management. Our responsibility is to express an opinion on the Partnership’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits of these consolidated financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Partnership is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Partnership's internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

As described in Notes 6, 12, and 24 to the consolidated financial statements, the estimated fair value of the Partnership’s Level 3 investments in mortgage revenue bonds, mortgage revenue bonds held in trust, and taxable mortgage revenue bonds (collectively referred to as “Mortgage Revenue Bonds”, or “MRBs”) is $952.1 million as of December 31, 2023. Management estimates the fair value of MRBs based upon prices obtained from third-party pricing services, which are estimates of market prices. There is no active trading market for the MRBs, and price quotes for the MRBs are not available. The valuation methodology of the Partnership’s third-party pricing services incorporates commonly used market pricing methods. The valuation methodology considers the underlying characteristics of each MRB as well as other quantitative and qualitative characteristics including, but not limited to, market interest rates, illiquidity, legal structure of the borrower, collateral, seniority to other obligations, operating results of the underlying property, geographic location, and property quality. These characteristics are used to estimate an effective yield for each MRB. The MRB fair value is estimated using a discounted cash flow and yield to maturity or call analysis by applying the effective yield to contractual cash flows.

The principal considerations for our determination that performing procedures relating to the valuation of Level 3 MRBs is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of these investments; (ii) a high degree of auditor judgment, subjectivity and effort in performing procedures and evaluating management’s significant assumptions related to the effective yield based on the applicable underlying characteristics of each MRB; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included, among others (i) testing the completeness and accuracy of data provided by management; and (ii) the involvement of professionals with specialized skill and knowledge to assist in evaluating the reasonableness of management’s estimate by (a) developing an independent range of fair value estimates and (b) comparing the independent range of fair value estimates to management’s estimate. Developing the independent range of fair value estimates involved independently developing a range of independent effective yields based on the applicable underlying characteristics of each MRB.

The accompanying notes are an integral part of the consolidated financial statements.

* On July 31, 2023, the Partnership completed a distribution in the form of additional BUCs at a ratio of 0.00448 BUCs for each BUC outstanding as of June 30, 2023 (the “Second Quarter 2023 BUCs Distribution”). On October 31, 2023, the Partnership completed a distribution in the form of additional BUCs at a ratio of 0.00418 BUCs for each BUC outstanding as of September 29, 2023 (the “Third Quarter 2023 BUCs Distribution”). On January 31, 2024, the Partnership completed a distribution in the form of additional BUCs at a ratio of 0.00415 BUCs for each BUC outstanding as of December 29, 2023 (the “Fourth Quarter 2023 BUCs Distribution”, collectively with the Second Quarter 2023 BUCs Distribution and the Third Quarter BUCs Distribution the “2023 BUCs Distributions”). The amounts indicated in the Consolidated Statements of Operations have been adjusted to reflect the 2023 BUCs Distributions on a retroactive basis.

** On October 31, 2022, the Partnership completed a distribution in the form of additional BUCs at a ratio of 0.01044 BUCs for each BUC outstanding as of September 30, 2022 (the “Third Quarter 2022 BUCs Distribution”). On January 31, 2023, the Partnership completed a distribution in the form of additional BUCs at a ratio of 0.0105 BUCs for each BUC outstanding as of December 30, 2022 (the “Fourth Quarter 2022 BUCs Distribution”, collectively with the Third Quarter 2022 BUCs Distribution, the “2022 BUCs Distributions”). The amounts indicated in the Consolidated Statements of Operations have been adjusted to reflect the 2022 BUCs Distributions and the 2023 BUCs Distributions on a retroactive basis.

The accompanying notes are an integral part of the consolidated financial statements.

* The amounts indicated in the Consolidated Statements of Partners' Capital have been adjusted to reflect the 2022 BUCs Distributions and the 2023 BUCs Distributions on a retroactive basis.

** The amounts indicated in the Consolidated Statements of Partners' Capital have been adjusted to reflect the 2023 BUCs Distributions on a retroactive basis.

The accompanying notes are an integral part of the consolidated financial statements.

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets to the total of such amounts shown in the consolidated statements of cash flows:

The accompanying notes are an integral part of the consolidated financial statements.

The Partnership’s maximum exposure to loss for non-consolidated VIEs associated with the GILs, taxable GILs, property loans and investments in unconsolidated entities as of December 31, 2023 is equal to the Partnership’s carrying value. The Partnership has future GIL, taxable GIL, property loan and investment in unconsolidated entities funding commitments related to non-consolidated VIEs totaling $51.1 million, $53.6 million, $19.9 million, and $49.4 million, respectively, as of December 31, 2023 (Note 19).

6. Mortgage Revenue Bonds

The Partnership invests in MRBs that are issued by state and local governments, their agencies, and authorities to finance the construction or acquisition and rehabilitation of income-producing affordable multifamily, seniors housing and skilled nursing properties. An MRB does not constitute an obligation of any state or local government, agency or authority and no state or local government, agency or authority is liable on them, nor is the taxing power of any state or local government pledged to the payment of principal or interest on an MRB. An MRB is a non-recourse obligation of the property owner. Each MRB is collateralized by a mortgage on all real and personal property of the secured property. Typically, the sole source of the funds to pay principal and interest on an MRB is the net cash flow or the sale or refinancing proceeds from the secured property. The Partnership may commit to provide funding for MRBs on a draw-down basis during construction and/or rehabilitation of secured property and may require recourse to the borrower during the construction or rehabilitation period in certain instances.

The Partnership expects and believes that the interest received on our MRBs is excludable from gross income for federal income tax purposes. The Partnership primarily invests in MRBs that are senior obligations of the secured properties, though it may also invest in subordinate MRBs or taxable MRBs that share the first mortgage lien with the related MRBs. MRBs are either held directly by the Partnership or are held in trusts created in connection with debt financing transactions (Note 16). The MRBs predominantly bear interest at fixed interest rates and require regular principal and interest payments on either a monthly or semi-annual basis. MRBs may have optional call dates that may be exercised by the borrower or the Partnership that are earlier than the contractual maturity. Such optional calls may be at either par or a premium to par.

The Partnership had the following MRB investments as of December 31, 2023 and 2022:


	December 31, 2023
Description of Mortgage Revenue Bonds Held in Trust	State	Cost Adjusted for Paydowns and Allowances		Cumulative Unrealized Gain		Cumulative Unrealized Loss			Estimated Fair Value
The Safford (5)	AZ	$	7,667,299	$	2,717,033	$	-		$	10,384,332
40rty on Colony - Series P (5)	CA		5,964,008		739,204		-			6,703,212
Courtyard - Series A (3)	CA		9,774,107		845,146		-			10,619,253
Glenview Apartments - Series A (2)	CA		4,312,025		298,507		-			4,610,532
Harmony Court Bakersfield - Series A (3)	CA		3,563,775		275,305		-			3,839,080
Harmony Terrace - Series A (3)	CA		6,598,285		573,928		-			7,172,213
Harden Ranch - Series A (1)	CA		6,355,567		441,345		-			6,796,912
Las Palmas II - Series A (3)	CA		1,616,607		128,930		-			1,745,537
Lutheran Gardens (6), (7)	CA		10,352,000		-		(30,994	)		10,321,006
Montclair Apartments - Series A (2)	CA		2,336,065		170,291		-			2,506,356
Montecito at Williams Ranch Apartments - Series A (5)	CA		7,442,435		846,333		-			8,288,768
Montevista - Series A (5)	CA		6,607,973		992,675		-			7,600,648
Residency at Empire - Series BB-1 (5)	CA		14,117,540		1,004,021		-			15,121,561
Residency at Empire - Series BB-2 (5)	CA		4,000,000		320,446		-			4,320,446
Residency at Empire - Series BB-3 (5)	CA		5,055,000		575,709		-			5,630,709
Residency at the Entrepreneur - Series J-1 (5)	CA		9,085,429		181,504		-			9,266,933
Residency at the Entrepreneur - Series J-2 (5)	CA		7,500,000		222,445		-			7,722,445
Residency at the Entrepreneur - Series J-3 (5)	CA		12,300,000		697,895		-			12,997,895
Residency at the Mayer - Series A (5)	CA		29,560,945		-		-			29,560,945
San Vicente - Series A (3)	CA		3,333,357		265,848		-			3,599,205
Santa Fe Apartments - Series A (2)	CA		2,830,055		206,301		-			3,036,356
Seasons at Simi Valley - Series A (3)	CA		4,083,273		443,901		-			4,527,174
Seasons Lakewood - Series A (3)	CA		7,028,608		611,358		-			7,639,966
Seasons San Juan Capistrano - Series A (3)	CA		11,833,880		992,473		-			12,826,353
Summerhill - Series A (3)	CA		6,136,763		381,019		-			6,517,782
Sycamore Walk - Series A (3)	CA		3,380,901		226,216		-			3,607,117
The Village at Madera - Series A (3)	CA		2,947,519		227,699		-			3,175,218
Tyler Park Townhomes - Series A (1)	CA		5,533,307		119,693		-			5,653,000
Village at Hanford Square - Series H (5)	CA		10,400,000		1,073,808		-			11,473,808
Vineyard Gardens - Series A (5)	CA		3,874,962		461,663		-			4,336,625
Westside Village Market - Series A (1)	CA		3,616,007		223,459		-			3,839,466
MaryAlice Circle Apartments (5)	GA		5,900,000		880,643		-			6,780,643
Copper Gate Apartments (1), (7)	IN		4,780,000		-		(5	)		4,779,995
Renaissance - Series A (2)	LA		10,429,392		1,221,077		-			11,650,469
Live 929 Apartments - Series 2022A (5)	MD		58,333,646		3,275,636		-			61,609,282
Meadow Valley (5), (8)	MI		20,863,114		-		(920,148	)		19,942,966
Jackson Manor Apartments (5)	MS		4,824,474		209,082		-			5,033,556
Village Point (6)	NJ		23,000,000		192,788		-			23,192,788
Silver Moon - Series A (2)	NM		7,480,455		928,841		-			8,409,296
Village at Avalon (4)	NM		15,808,184		1,962,627		-			17,770,811
Columbia Gardens (3)	SC		12,351,218		807,633		-			13,158,851
Companion at Thornhill Apartments (3)	SC		10,639,506		598,197		-			11,237,703
The Ivy Apartments (5)	SC		30,567,832		1,933,208		-			32,501,040
The Palms at Premier Park Apartments (1)	SC		17,872,527		427,099		-			18,299,626
The Park at Sondrio - Series 2022A (5)	SC		38,100,000		2,682,964		-			40,782,964
The Park at Vietti - Series 2022A (5)	SC		26,985,000		1,972,695		-			28,957,695
Village at River's Edge (3)	SC		9,566,110		1,000,545		-			10,566,655
Willow Run (3)	SC		12,180,025		817,941		-			12,997,966
Windsor Shores Apartments - Series A (5)	SC		21,545,000		1,530,085		-			23,075,085
Arbors at Hickory Ridge (1)	TN		10,417,646		1,805,985		-			12,223,631
Avistar at Copperfield - Series A (5)	TX		13,378,386		983,586		-			14,361,972
Avistar at the Crest - Series A (1)	TX		8,762,826		909,437		-			9,672,263
Avistar at the Oaks - Series A (1)	TX		7,091,928		666,990		-			7,758,918
Avistar at the Parkway - Series A (2)	TX		12,270,653		830,179		-			13,100,832
Avistar at Wilcrest - Series A (5)	TX		5,070,137		313,010		-			5,383,147
Avistar at Wood Hollow - Series A (5)	TX		38,497,436		2,648,201		-			41,145,637
Avistar in 09 - Series A (1)	TX		6,123,600		593,430		-			6,717,030
Avistar on the Boulevard - Series A (1)	TX		14,928,425		1,346,449		-			16,274,874
Avistar on the Hills - Series A (1)	TX		4,855,291		470,520		-			5,325,811
Bruton Apartments (3), (7)	TX		17,220,941		-		(13,366	)		17,207,575
Concord at Gulfgate - Series A (3)	TX		18,190,721		1,807,038		-			19,997,759
Concord at Little York - Series A (3)	TX		12,743,460		1,302,221		-			14,045,681
Concord at Williamcrest - Series A (3)	TX		19,740,985		2,017,280		-			21,758,265
Crossing at 1415 - Series A (3)	TX		7,082,698		565,843		-			7,648,541
Decatur Angle (3), (7)	TX		21,646,255		-		(16,674	)		21,629,581
Esperanza at Palo Alto (3)	TX		18,751,278		2,480,537		-			21,231,815
Heights at 515 - Series A (3)	TX		6,484,332		602,199		-			7,086,531
Heritage Square - Series A (2)	TX		10,186,405		606,579		-			10,792,984
Oaks at Georgetown - Series A (3)	TX		11,790,848		838,472		-			12,629,320
15 West Apartments (3)	WA		9,371,808		1,478,567		-			10,850,375
Mortgage revenue bonds held in trust		$	825,040,234	$	58,971,739	$	(981,187	)	$	883,030,786

(1)

MRB owned by ATAX TEBS II, LLC (M31 TEBS), Note 16. The TEBS financing has contractual limitations on the Partnership’s ability to sell the MRB.

(2)

MRB owned by ATAX TEBS III, LLC (M33 TEBS), Note 16. The TEBS financing has contractual limitations on the Partnership’s ability to sell the MRB.

(3)

MRB owned by ATAX TEBS IV, LLC (M45 TEBS), Note 16. The TEBS financing has contractual limitations on the Partnership’s ability to sell the MRB.

(4)

MRB held by Morgan Stanley in a debt financing transaction, Note 16

(5)

MRB held by Mizuho Capital Markets, LLC in a debt financing transaction, Note 16

(6)

MRB held by Barclays Capital Inc. in a debt financing transaction, Note 16.

(7)

As of the date presented, the Partnership determined that the unrealized loss on the MRB is a result of increasing market interest rates and is not considered a credit loss. As of December 31, 2023, the MRB has been in an unrealized loss position for less than 12 months.

(8)

The Partnership has a remaining MRB funding commitment of approximately $23.2 million as of December 31, 2023. The MRB and the unfunded MRB commitment are accounted for as available-for-sale securities and reported at fair value. The reported unrealized loss includes the unrealized loss on the current MRB carrying value (based on current fair value) as well as the unrealized loss on the Partnership’s remaining funding commitment outstanding as of December 31, 2023 (also based on current fair value). The Partnership determined the unrealized loss is a result of increasing market interest rates

and that the cumulative unrealized loss is not considered a credit loss. As of December 31, 2023, the MRB has been in an unrealized loss position for more than 12 months.


	December 31, 2023
Description of Mortgage Revenue Bonds held by the Partnership	State	Cost Adjusted for Paydowns and Allowances		Cumulative Unrealized Gain		Cumulative Unrealized Loss			Estimated Fair Value
CCBA Senior Garden Apartments	CA	$	3,757,268	$	158,840	$	-		$	3,916,108
Ocotillo Springs - Series A (1)	CA		3,489,096		-		(59,805	)		3,429,291
Ocotillo Springs - Series A-1	CA		499,117		95,386		-			594,503
Residency at the Entrepreneur - Series J-5	CA		1,000,000		-		-			1,000,000
Solano Vista - Series A	CA		2,611,955		338,125		-			2,950,080
Handsel Morgan Village Apartments	GA		2,150,000		300,188		-			2,450,188
Brookstone	IL		7,229,475		1,071,177		-			8,300,652
Provision Center 2014-1	TN		926,475		-		-			926,475
Avistar at the Crest - Series B	TX		718,332		49,845		-			768,177
Avistar at the Oaks - Series B	TX		526,318		35,066		-			561,384
Avistar at the Parkway - Series B	TX		122,701		19,352		-			142,053
Avistar in 09 - Series B	TX		434,165		28,926		-			463,091
Avistar on the Boulevard - Series B	TX		426,835		27,507		-			454,342
Runnymede (2)	TX		9,390,000		-		(1,121	)		9,388,879
Southpark	TX		11,133,003		1,166,283		-			12,299,286
Mortgage revenue bonds		$	44,414,740	$	3,290,695	$	(60,926	)	$	47,644,509

(1)

(2)


	December 31, 2022
Description of Mortgage Revenue Bonds Held in Trust	State	Cost Adjusted for Paydowns and Allowances		Cumulative Unrealized Gain		Cumulative Unrealized Loss			Estimated Fair Value
Courtyard - Series A (4)	CA	$	9,874,603	$	888,242	$	-		$	10,762,845
Glenview Apartments - Series A (3)	CA		4,372,370		309,570		-			4,681,940
Harmony Court Bakersfield - Series A (4)	CA		3,600,418		274,456		-			3,874,874
Harmony Terrace - Series A (4)	CA		6,665,787		625,752		-			7,291,539
Harden Ranch - Series A (2)	CA		6,449,455		581,466		-			7,030,921
Las Palmas II - Series A (4)	CA		1,633,397		140,681		-			1,774,078
Lutheran Gardens (7)	CA		10,352,000		127,107		-			10,479,107
Montclair Apartments - Series A (3)	CA		2,368,757		199,617		-			2,568,374
Montecito at Williams Ranch Apartments - Series A (6)	CA		7,507,111		834,292		-			8,341,403
Montevista - Series A (6)	CA		6,656,219		902,690		-			7,558,909
Ocotillo Springs - Series A (6), (8)	CA		11,090,000		-		(331,311	)		10,758,689
Residency at the Entrepreneur - Series J-1 (6)	CA		9,088,496		122,815		-			9,211,311
Residency at the Entrepreneur - Series J-2 (6)	CA		7,500,000		176,092		-			7,676,092
Residency at the Entrepreneur - Series J-3 (6)	CA		3,900,000		726,834		-			4,626,834
Residency at the Mayer - Series A (6)	CA		26,067,585		-		-			26,067,585
San Vicente - Series A (4)	CA		3,367,978		255,787		-			3,623,765
Santa Fe Apartments - Series A (3)	CA		2,869,660		216,000		-			3,085,660
Seasons at Simi Valley - Series A (4)	CA		4,137,438		522,910		-			4,660,348
Seasons Lakewood - Series A (4)	CA		7,100,512		666,562		-			7,767,074
Seasons San Juan Capistrano - Series A (4)	CA		11,954,944		1,038,904		-			12,993,848
Summerhill - Series A (4)	CA		6,199,861		265,296		-			6,465,157
Sycamore Walk - Series A (4)	CA		3,428,986		124,598		-			3,553,584
The Village at Madera - Series A (4)	CA		2,977,825		247,354		-			3,225,179
Tyler Park Townhomes - Series A (2)	CA		5,616,043		264,300		-			5,880,343
Vineyard Gardens - Series A (6)	CA		3,908,104		514,719		-			4,422,823
Westside Village Market - Series A (2)	CA		3,670,075		267,369		-			3,937,444
Brookstone (1)	IL		7,286,052		1,286,871		-			8,572,923
Copper Gate Apartments (2)	IN		4,840,000		117,014		-			4,957,014
Renaissance - Series A (3)	LA		10,585,375		645,412		-			11,230,787
Live 929 Apartments - Series 2022A (6)	MD		58,107,262		2,217,857		-			60,325,119
Jackson Manor Apartments (6)	MS		6,900,000		-		-			6,900,000
Greens Property - Series A (2)	NC		7,599,000		597		-			7,599,597
Silver Moon - Series A (3)	NM		7,557,312		863,401		-			8,420,713
Village at Avalon (5)	NM		15,942,560		1,727,010		-			17,669,570
Columbia Gardens (4)	SC		12,542,207		968,469		-			13,510,676
Companion at Thornhill Apartments (4)	SC		10,786,181		709,979		-			11,496,160
The Palms at Premier Park Apartments (2)	SC		18,137,042		808,555		-			18,945,597
The Park at Sondrio - Series 2022A (6)	SC		38,100,000		-		-			38,100,000
The Park at Vietti - Series 2022A (6)	SC		26,985,000		-		-			26,985,000
Village at River's Edge (4)	SC		9,649,659		590,962		-			10,240,621
Willow Run (4)	SC		12,368,964		953,988		-			13,322,952
Arbors at Hickory Ridge (2)	TN		10,591,726		2,005,029		-			12,596,755
Avistar at Copperfield - Series A (6)	TX		13,532,636		919,463		-			14,452,099
Avistar at the Crest - Series A (2)	TX		8,896,378		975,504		-			9,871,882
Avistar at the Oaks - Series A (2)	TX		7,196,674		717,701		-			7,914,375
Avistar at the Parkway - Series A (3)	TX		12,429,842		950,930		-			13,380,772
Avistar at Wilcrest - Series A (6)	TX		5,128,595		170,370		-			5,298,965
Avistar at Wood Hollow - Series A (6)	TX		38,941,304		2,645,832		-			41,587,136
Avistar in 09 - Series A (2)	TX		6,214,048		619,707		-			6,833,755
Avistar on the Boulevard - Series A (2)	TX		15,155,942		1,290,551		-			16,446,493
Avistar on the Hills - Series A (2)	TX		4,927,003		523,079		-			5,450,082
Bruton Apartments (4)	TX		17,381,296		281,271		-			17,662,567
Concord at Gulfgate - Series A (4)	TX		18,404,942		1,842,303		-			20,247,245
Concord at Little York - Series A (4)	TX		12,893,533		1,249,523		-			14,143,056
Concord at Williamcrest - Series A (4)	TX		19,973,464		1,935,645		-			21,909,109
Crossing at 1415 - Series A (4)	TX		7,170,756		605,369		-			7,776,125
Decatur Angle (4)	TX		21,866,672		77,837		-			21,944,509
Esperanza at Palo Alto (4)	TX		18,916,082		2,209,462		-			21,125,544
Heights at 515 - Series A (4)	TX		6,564,951		573,569		-			7,138,520
Heritage Square - Series A (3)	TX		10,325,196		671,790		-			10,996,986
Oaks at Georgetown - Series A (4)	TX		11,911,472		746,300		-			12,657,772
Runnymede (1)	TX		9,535,000		45,577		-			9,580,577
Southpark (1)	TX		11,257,062		1,352,726		-			12,609,788
15 West Apartments (4)	WA		9,454,318		1,534,060		-			10,988,378
Mortgage revenue bonds held in trust		$	718,413,130	$	45,127,126	$	(331,311	)	$	763,208,945

(1)

MRB owned by ATAX TEBS I, LLC (M24 TEBS), Note 16. The TEBS financing has contractual limitations on the Partnership’s ability to sell the MRB.

(2)

MRB owned by ATAX TEBS II, LLC (M31 TEBS), Note 16. The TEBS financing has contractual limitations on the Partnership’s ability to sell the MRB.

(3)

MRB owned by ATAX TEBS III, LLC (M33 TEBS), Note 16. The TEBS financing has contractual limitations on the Partnership’s ability to sell the MRB.

(4)

MRB owned by ATAX TEBS IV, LLC (M45 TEBS), Note 16. The TEBS financing has contractual limitations on the Partnership’s ability to sell the MRB.

(5)

MRB held by Morgan Stanley in a debt financing transaction, Note 16.

(6)

MRB held by Mizuho Capital Markets, LLC in a debt financing transaction, Note 16.

(7)

MRB held by Barclays Capital Inc. in a debt financing transaction, Note 16.

(8)

As of the date presented, the Partnership determined that the unrealized loss on the MRB is a result of increasing market interest rates and is not considered a credit loss. As of December 31, 2022, the MRB has been in an unrealized loss position for less than 12 months.


	December 31, 2022
Description of Mortgage Revenue Bonds held by the Partnership	State	Cost Adjusted for Paydowns and Allowances		Cumulative Unrealized Gain		Cumulative Unrealized Loss			Estimated Fair Value
CCBA Senior Garden Apartments	CA	$	3,792,700	$	42,672	$	-		$	3,835,372
Residency at Empire - Series BB-1	CA		14,118,500		-		-			14,118,500
Residency at Empire - Series BB-2	CA		4,000,000		-		-			4,000,000
Residency at Empire - Series BB-3	CA		55,000		-		-			55,000
Solano Vista - Series A	CA		2,631,168		297,861		-			2,929,029
Meadow Valley (1)	MI		4,833,437		-		(1,193,085	)		3,640,352
Greens Property - Series B	NC		915,039		122		-			915,161
Provision Center 2014-1	TN		4,294,939		-		-			4,294,939
Avistar at the Crest - Series B	TX		724,747		53,132		-			777,879
Avistar at the Oaks - Series B	TX		530,829		33,406		-			564,235
Avistar at the Parkway - Series B	TX		123,176		22,510		-			145,686
Avistar in 09 - Series B	TX		437,886		27,557		-			465,443
Avistar on the Boulevard - Series B	TX		430,647		26,816		-			457,463
Mortgage revenue bonds		$	36,888,068	$	504,076	$	(1,193,085	)	$	36,199,059

(1)

The Partnership has a remaining MRB funding commitment of $39.3 million as of December 31, 2022. The MRB and the unfunded MRB commitment are accounted for as available-for-sale securities and reported at fair value. The reported unrealized loss includes the unrealized loss on the current MRB carrying value (based on current fair value) as well as the unrealized loss on the Partnership’s remaining funding commitment outstanding as of December 31, 2022 (also based on current fair value). The Partnership determined the unrealized loss is a result of increasing market interest rates and that the cumulative unrealized loss is not considered a credit loss. As of December 31, 2022, the MRB has been in an unrealized loss position for more than 12 months.

The Partnership has accrued interest receivable related to its MRBs of $4.7 million and $4.3 million as of December 31, 2023 and 2022, respectively, that is reported as interest receivable, net in the Partnership's consolidated balance sheets.

The Partnership has committed to provide funding for certain MRBs on a draw-down basis during construction and/or rehabilitation of the secured properties as of December 31, 2023. See Note 19 for additional information regarding the Partnership’s MRB funding commitments.

See Note 24 for a description of the methodology and significant assumptions used in determining the fair value of the MRBs. Unrealized gains or losses on the MRBs are recorded in the Partnership's consolidated statements of comprehensive income to reflect changes in their estimated fair values resulting from market conditions and fluctuations in the present value of the expected cash flows from the MRBs.

On January 1, 2023, the Partnership adopted ASU 2016-13 which made certain changes to the determination of allowances for MRBs. See Note 13 for information regarding the Partnership’s allowance for credit losses.

100

Activity in 2023:

Acquisitions:

The following MRBs were acquired at prices that approximated the principal outstanding plus accrued interest during the year ended December 31, 2023:


Property Name	Month Acquired	Property Location	Units			Maturity Date	Interest Rate				Initial Principal Funding
Windsor Shores Apartments - Series A	January	Columbia, SC		176		2/1/2030		6.50	%		$	21,545,000
The Ivy Apartments	January	Greenville, SC		212		2/1/2030		6.50	%			30,500,000
Residency at the Entrepreneur - Series J-5 (1)	February	Los Angeles, CA		200		4/1/2025	SOFR + 3.60%			(2)		1,000,000
Handsel Morgan Village Apartments	April	Buford, GA		45		3/1/2041		6.75	%			2,150,000
MaryAlice Circle Apartments	April	Buford, GA		98		3/1/2041		6.75	%			5,900,000
Village at Hanford Square - Series H	May	Hanford, CA		100		5/1/2030		6.65	%			10,400,000
Village Point	May	Monroe Township, NJ		120	(3)	6/1/2030		6.875	%			23,000,000
40rty on Colony - Series P	June	La Mesa, CA		40		6/1/2030		7.05	%			5,950,000
The Safford (4)	October	Marana, AZ		200		10/10/2026		7.59	%			7,560,034
											$	108,005,034

(1)

The Partnership has committed to provide funding for the Series J-5 MRB totaling $5.0 million. See Note 19.

(2)

The interest rate is subject to an all-in floor of 3.87%.

(3)

Village Point is a seniors housing property with 120 beds in 92 units.

(4)

The Partnership has committed to provide funding for The Safford MRB totaling $43.0 million. See Note 19.

Conversions:

In July 2023, the Ocotillo Springs property achieved stabilization and the borrower converted to permanent financing. The Ocotillo Springs – Series A MRB was paid down to its permanent financing size of $4.0 million, of which $500,000 was allocated as principal of the supplemental Ocotillo Springs – Series A-1 MRB. The following table summarizes the terms of the Ocotillo Springs MRBs after conversion:


Property Name	Property Location	Units		Maturity Date	Fixed Interest Rate			Post-Conversion Principal
Ocotillo Springs - Series A	Brawley, CA		75	8/1/2038		4.35	%	$	3,500,000
Ocotillo Springs - Series A-1	Brawley, CA		75	8/1/2038		6.50	%		500,000
								$	4,000,000

In November 2023, the Jackson Manor Apartments property achieved stabilization and the borrower converted to permanent financing. The Jackson Manor Apartments MRB was paid down to its permanent financing size of $4.8 million. The following table summarizes the terms of the Jackson Manor Apartments MRB after conversion:

        Property Name

        Property Location

        Units

        Maturity Date

        Fixed Interest Rate

        Post-Conversion Principal

Jackson Manor Apartments

Jackson, MS

60

5/1/2038

5.00

4,828,000

Redemptions:

The following MRBs were redeemed at prices that approximated the Partnership's carrying value plus accrued interest during the year ended December 31, 2023:


Property Name	Month Redeemed	Property Location	Units		Original Maturity Date	Interest Rate			Principal Outstanding at Date of Redemption
Greens Property - Series A	February 2023	Durham, NC		168	10/1/2047		6.50	%	$	7,579,000
Greens Property - Series B	February 2023	Durham, NC		168	10/1/2047		12.00	%		914,040
									$	8,493,040

101

Activity in 2022:

Acquisitions:

The following MRBs were acquired at prices that approximated the principal outstanding plus accrued interest during the year ended December 31, 2022:


Property Name	Month Acquired	Property Location	Units		Maturity Date	Interest Rate				Initial Principal Funded
Residency at the Entrepreneur - Series J-1	April	Los Angeles, CA		200	3/31/2040		6.00	%		$	9,000,000
Residency at the Entrepreneur - Series J-2	April	Los Angeles, CA		200	3/31/2040		6.00	%			7,500,000
Residency at the Entrepreneur - Series J-3 (1)	April	Los Angeles, CA		200	3/31/2040		6.00	%		-
Residency at the Entrepreneur - Series J-4 (1)	April	Los Angeles, CA		200	3/31/2040	SOFR + 3.60%			(2)	-
CCBA Senior Garden Apartments (3)	June	San Diego, CA		45	7/1/2037		4.50	%			3,807,000
Park at Sondrio - Series 2022A	December	Greenville, SC		271	1/1/2030		6.50	%			38,100,000
Park at Vietti - Series 2022A	December	Spartanburg, SC		204	1/1/2030		6.50	%			26,985,000
Residency at Empire - Series BB-1	December	Burbank, CA		148	12/1/2040		6.45	%	(4)		14,000,000
Residency at Empire - Series BB-2	December	Burbank, CA		148	12/1/2040		6.45	%	(4)		4,000,000
Residency at Empire - Series BB-3 (5)	December	Burbank, CA		148	12/1/2040		6.45	%	(4)		55,000
Residency at Empire - Series BB-4 (5)	December	Burbank, CA		148	12/1/2040		6.45	%	(6)		-
										$	103,447,000

(1)

The Partnership has committed to provide funding for the Series J-3 and Series J-4 MRBs of $26.1 million and $16.4 million, respectively. See Note 19.

(2)

The interest rate is subject to an all-in floor of 3.87%. Upon stabilization, the Series J-4 MRB will become subordinate to the Series J-1, J-2 and J-3 MRBs and will convert to a fixed rate of 8.0%. Upon stabilization of the property, the MRB will be partially repaid and the maximum balance of the MRB after stabilization will not exceed $1.5 million.

(3)

The investment was previously reported as a bond purchase commitment that has converted to an MRB.

(4)

In December 2029, the interest rate will reset to the greater of (i) 3.25% over the then 10-Year SOFR Swap rate, or (ii) 6.00%.

(5)

The Partnership has committed to provide additional funding during construction for the Series BB-3 and Series BB-4 MRBs of $13.9 million and $47.0 million, respectively. See Note 19.

(6)

Upon stabilization, the MRB will resize to an amount not to exceed $3.3 million and become subordinate to the other senior MRBs of the borrower. In December 2029, the interest rate will convert to a fixed rate of 10.0%.

Restructurings:

In January 2022, the Live 929 Apartments property completed a restructuring of the Partnership’s MRBs and property loan. The Partnership’s Live 929 Apartments – 2014 Series A and Live 929 Apartments – 2014 Series B MRBs were redeemed at par plus accrued interest. The following tables summarizes the terms of the MRBs upon redemption:


Property Name	Month Restructured	Property Location	Units		Original Maturity Date	Interest Rate			Principal Outstanding at Date of Restructuring
Live 929 Apartments - 2014 Series A	January	Baltimore, MD		575	7/1/2049		5.78	%	$	39,445,000
Live 929 Apartments - 2014 Series B	January	Baltimore, MD		575	7/1/2039		1.60	%		21,610,000
									$	61,055,000

Upon restructuring, the Partnership used the proceeds of the redeemed MRBs plus additional cash to acquire a new series of MRB secured by the Live 929 Apartments property, the Series 2022A MRB. The following tables summarizes the MRB that was acquired as part of the restructuring of the Live 929 Apartments MRBs:

        Property Name

        Month
Acquired

        Property Location

        Units

        Maturity Date

        Interest Rate

        Principal Acquired

Live 929 Apartments - Series 2022A

January

Baltimore, MD

575

1/1/2060

4.30

66,365,000

In addition, a portion of the Live 929 Apartments property loan was redeemed as part of the restructuring, with proceeds used to acquire the new Live 929 Apartments Series 2022A MRB. The Partnership also acquired a taxable MRB which is reported in Other

102

Assets (Note 12). The redemption of the prior Live 929 Apartments – 2014 Series A and 2014 Series B MRBs and property loan and acquisition of the new Live 929 Apartments Series 2022A MRB were accounted for as a troubled debt restructuring.

Redemptions:

The following MRBs were redeemed at prices that approximated the Partnership’s carrying value plus accrued interest during the year ended December 31, 2022:


Property Name	Month Redeemed	Property Location	Units		Original Maturity Date	Interest Rate			Principal Outstanding at Date of Redemption
Ohio Properties - Series A	March	(1)		362	6/1/2050		7.00	%	$	13,544,000
Ohio Properties - Series B	March	(1)		362	6/1/2050		10.00	%		3,459,840
Bridle Ridge	May	Greer, SC		152	1/1/2043		6.00	%		7,100,000
Cross Creek	September	Beaufort, SC		144	3/1/2049		6.15	%		7,666,752
Gateway Village	October	Durham, NC		64	4/1/2032		6.10	%		2,589,163
Lynnhaven Apartments	October	Durham, NC		75	4/1/2032		6.10	%		3,435,621
									$	37,795,376

(1)

The Ohio Properties consist of Crescent Village, located in Cincinnati, Ohio, Willow Bend, located in Columbus (Hilliard), Ohio and Postwoods, located in Reynoldsburg, Ohio.

Geographic Concentrations

The properties securing the Partnership’s MRBs are geographically dispersed throughout the United States with significant concentrations in Texas, California and South Carolina. The table below summarizes the geographic concentrations in these states as a percentage of the total MRB principal outstanding:


	December 31, 2023			December 31, 2022
Texas		32	%		37	%
California		25	%		26	%
South Carolina		21	%		17	%

103

The following tables represent a description of certain terms of the Partnership’s MRBs as of December 31, 2023, and 2022:


Property Name	Year Acquired		Location	Maturity Date	Base Interest Rate			Principal Outstanding as of December 31, 2023
15 West Apartments - Series A (3)		2016	Vancouver, WA	7/1/2054		6.25	%	$	9,371,808
40rty on Colony - Series P (5)		2023	La Mesa, CA	6/1/2030		7.05	%		5,950,000
Arbors at Hickory Ridge (1)		2012	Memphis, TN	1/1/2049		6.25	%		10,379,348
Avistar at Copperfield - Series A (5)		2017	Houston, TX	5/1/2054		5.75	%		13,378,386
Avistar on the Boulevard - Series A (1)		2013	San Antonio, TX	3/1/2050		6.00	%		14,928,425
Avistar at the Crest - Series A (1)		2013	San Antonio, TX	3/1/2050		6.00	%		8,762,826
Avistar (February 2013 Acquisition) - Series B (2 Bonds)		2013	San Antonio, TX	4/1/2050		9.00	%		1,145,167
Avistar at the Oaks - Series A (1)		2013	San Antonio, TX	8/1/2050		6.00	%		7,091,928
Avistar in 09 - Series A (1)		2013	San Antonio, TX	8/1/2050		6.00	%		6,123,600
Avistar on the Hills - Series A (1)		2013	San Antonio, TX	8/1/2050		6.00	%		4,855,291
Avistar (June 2013 Acquisition) - Series B (2 Bonds)		2013	San Antonio, TX	9/1/2050		9.00	%		960,483
Avistar at the Parkway - Series A (2)		2015	San Antonio, TX	5/1/2052		6.00	%		12,270,653
Avistar at the Parkway - Series B		2015	San Antonio, TX	6/1/2052		12.00	%		122,701
Avistar at Wilcrest - Series A (5)		2017	Houston, TX	5/1/2054		5.75	%		5,070,137
Avistar at Wood Hollow - Series A (5)		2017	Austin, TX	5/1/2054		5.75	%		38,497,436
Brookstone		2009	Waukegan, IL	5/1/2040		5.45	%		8,268,029
Bruton Apartments (3)		2014	Dallas, TX	8/1/2054		6.00	%		17,220,941
CCBA Senior Garden Apartments		2022	San Diego, CA	7/1/2037		4.50	%		3,757,268
Columbia Gardens (3)		2015	Columbia, SC	12/1/2050		5.50	%		12,282,000
Companion at Thornhill Apartments (3)		2016	Lexington, SC	1/1/2052		5.80	%		10,639,506
Concord at Gulfgate - Series A (3)		2015	Houston, TX	2/1/2032		6.00	%		18,190,721
Concord at Little York - Series A (3)		2015	Houston, TX	2/1/2032		6.00	%		12,743,460
Concord at Williamcrest - Series A (3)		2015	Houston, TX	2/1/2032		6.00	%		19,740,985
Copper Gate Apartments (1)		2013	Lafayette, IN	12/1/2029		6.25	%		4,780,000
Courtyard - Series A (3)		2016	Fullerton, CA	12/1/2033		5.00	%		9,774,107
Crossing at 1415 - Series A (3)		2015	San Antonio, TX	12/1/2052		6.00	%		7,082,698
Decatur Angle (3)		2014	Fort Worth, TX	1/1/2054		5.75	%		21,646,255
Esperanza at Palo Alto (3)		2018	San Antonio, TX	7/1/2058		5.80	%		18,751,278
Glenview Apartments - Series A (2)		2014	Cameron Park, CA	12/1/2031		5.75	%		4,312,025
Handsel Morgan Village Apartments		2023	Buford, GA	3/1/2041		6.75	%		2,150,000
Harden Ranch - Series A (1)		2014	Salinas, CA	3/1/2030		5.75	%		6,355,567
Harmony Court Bakersfield - Series A (3)		2016	Bakersfield, CA	12/1/2033		5.00	%		3,563,775
Harmony Terrace - Series A (3)		2016	Simi Valley, CA	1/1/2034		5.00	%		6,598,285
Heights at 515 - Series A (3)		2015	San Antonio, TX	12/1/2052		6.00	%		6,484,332
Heritage Square - Series A (2)		2014	Edinburg, TX	9/1/2051		6.00	%		10,186,405
The Ivy Apartments (5)		2023	Greensville, SC	2/1/2030		6.50	%		30,500,000
Jackson Manor Apartments (5)		2021	Jackson, MS	5/1/2038		5.00	%		4,824,474
Las Palmas II - Series A (3)		2016	Coachella, CA	11/1/2033		5.00	%		1,616,607
Live 929 Apartments - Series 2022A (5)		2022	Baltimore, MD	1/1/2060		4.30	%		66,365,000
Lutheran Gardens (6)		2021	Compton, CA	2/1/2025		4.90	%		10,352,000
MaryAlice Circle Apartments (5)		2023	Buford, GA	3/1/2041		6.75	%		5,900,000
Meadow Valley (5)		2021	Garfield Charter Township, MI	12/1/2029		6.25	%		20,755,000
Montclair Apartments - Series A (2)		2014	Lemoore, CA	12/1/2031		5.75	%		2,336,065
Montecito at Williams Ranch Apartments - Series A (5)		2017	Salinas, CA	10/1/2034		5.50	%		7,442,435
Montevista - Series A (5)		2019	San Pablo, CA	7/1/2036		5.75	%		6,607,973
Oaks at Georgetown - Series A (3)		2016	Georgetown, TX	1/1/2034		5.00	%		11,790,848
Ocotillo Springs - Series A		2020	Brawley, CA	8/1/2038		4.35	%		3,489,096
Ocotillo Springs - Series A-1		2023	Brawley, CA	8/1/2038		6.50	%		499,117
Park at Sondrio - Series 2022A (5)		2022	Greenville, SC	1/1/2030		6.50	%		38,100,000
Park at Vietti - Series 2022A (5)		2022	Spartanburg, SC	1/1/2030		6.50	%		26,985,000
Provision Center 2014-1		2014	Knoxville, TN	5/1/2034		6.00	%		6,636,596
Renaissance - Series A (2)		2015	Baton Rouge, LA	6/1/2050		6.00	%		10,429,392
Residency at Empire - Series BB-1 (5)		2022	Burbank, CA	12/1/2040		6.45	%		14,000,000
Residency at Empire - Series BB-2 (5)		2022	Burbank, CA	12/1/2040		6.45	%		4,000,000
Residency at Empire - Series BB-3 (5)		2022	Burbank, CA	12/1/2040		6.45	%		5,055,000
Residency at the Entrepreneur - Series J-1 (5)		2022	Los Angeles, CA	3/31/2040		6.00	%		9,000,000
Residency at the Entrepreneur - Series J-2 (5)		2022	Los Angeles, CA	3/31/2040		6.00	%		7,500,000
Residency at the Entrepreneur - Series J-3 (5)		2022	Los Angeles, CA	3/31/2040		6.00	%		12,300,000
Residency at the Entrepreneur - Series J-5		2023	Los Angeles, CA	4/1/2025	SOFR + 3.60%				1,000,000
Residency at the Mayer - Series A (5)		2021	Hollywood, CA	4/1/2039	SOFR + 3.60%				29,500,000
Runnymede		2007	Austin, TX	10/1/2024		6.00	%		9,390,000
The Safford (5)		2023	Marana, AZ	10/10/2026		7.59	%		7,560,034
San Vicente - Series A (3)		2016	Soledad, CA	11/1/2033		5.00	%		3,333,357
Santa Fe Apartments - Series A (2)		2014	Hesperia, CA	12/1/2031		5.75	%		2,830,055
Seasons at Simi Valley - Series A (3)		2015	Simi Valley, CA	9/1/2032		5.75	%		4,083,273
Seasons Lakewood - Series A (3)		2016	Lakewood, CA	1/1/2034		5.00	%		7,028,608
Seasons San Juan Capistrano - Series A (3)		2016	San Juan Capistrano, CA	1/1/2034		5.00	%		11,833,880
Silver Moon - Series A (2)		2015	Albuquerque, NM	8/1/2055		6.00	%		7,480,455
Solano Vista - Series A		2018	Vallejo, CA	1/1/2036		5.85	%		2,611,955
Southpark		2009	Austin, TX	12/1/2049		6.13	%		12,300,000
Summerhill - Series A (3)		2016	Bakersfield, CA	12/1/2033		5.00	%		6,136,763
Sycamore Walk - Series A (3)		2015	Bakersfield, CA	1/1/2033		5.25	%		3,380,901
The Palms at Premier Park Apartments (1)		2013	Columbia, SC	1/1/2050		6.25	%		17,872,527
Tyler Park Townhomes (1)		2013	Greenfield, CA	1/1/2030		5.75	%		5,533,307
The Village at Madera - Series A (3)		2016	Madera, CA	12/1/2033		5.00	%		2,947,519
Village at Avalon (4)		2018	Albuquerque, NM	1/1/2059		5.80	%		15,808,184
Village at Hanford Square - Series H (5)		2023	Hanford, CA	5/1/2030		6.65	%		10,400,000
Village Point Apartments (6)		2023	Monroe, NJ	6/1/2030		6.875	%		23,000,000
Village at River's Edge (3)		2017	Columbia, SC	6/1/2033		6.00	%		9,566,110
Vineyard Gardens - Series A (5)		2017	Oxnard, CA	1/1/2035		5.50	%		3,874,962
Westside Village Market (1)		2013	Shafter, CA	1/1/2030		5.75	%		3,616,007
Willow Run (3)		2015	Columbia, SC	12/1/2050		5.50	%		12,111,000
Windsor Shores Apartments (5)		2023	Columbia, SC	2/1/2030		6.50	%		21,545,000
								$	884,664,326

104

(1)

MRB owned by ATAX TEBS II, LLC (M31 TEBS), Note 16

(2)

MRB owned by ATAX TEBS III, LLC (M33 TEBS), Note 16

(3)

MRB owned by ATAX TEBS IV, LLC (M45 TEBS), Note 16

(4)

MRB held by Morgan Stanley in a secured financing transaction, Note 16

(5)

MRB held by Mizuho Capital Markets, LLC in a secured financing transaction, Note 16

(6)

MRB held by Barclays Capital Inc. in a secured financing transaction, Note 16

105


Property Name	Year Acquired		Location	Maturity Date	Base Interest Rate			Principal Outstanding as of December 31, 2022
15 West Apartments - Series A (4)		2016	Vancouver, WA	7/1/2054		6.25	%	$	9,454,318
Arbors at Hickory Ridge (2)		2012	Memphis, TN	1/1/2049		6.25	%		10,545,462
Avistar at Copperfield - Series A (6)		2017	Houston, TX	5/1/2054		5.75	%		13,532,636
Avistar on the Boulevard - Series A (2)		2013	San Antonio, TX	3/1/2050		6.00	%		15,155,942
Avistar at the Crest - Series A (2)		2013	San Antonio, TX	3/1/2050		6.00	%		8,896,378
Avistar (February 2013 Acquisition) - Series B (2 Bonds)		2013	San Antonio, TX	4/1/2050		9.00	%		1,155,394
Avistar at the Oaks - Series A (2)		2013	San Antonio, TX	8/1/2050		6.00	%		7,196,674
Avistar in 09 - Series A (2)		2013	San Antonio, TX	8/1/2050		6.00	%		6,214,048
Avistar on the Hills - Series A (2)		2013	San Antonio, TX	8/1/2050		6.00	%		4,927,003
Avistar (June 2013 Acquisition) - Series B (2 Bonds)		2013	San Antonio, TX	9/1/2050		9.00	%		968,715
Avistar at the Parkway - Series A (3)		2015	San Antonio, TX	5/1/2052		6.00	%		12,429,842
Avistar at the Parkway - Series B		2015	San Antonio, TX	6/1/2052		12.00	%		123,176
Avistar at Wilcrest - Series A (6)		2017	Houston, TX	5/1/2054		5.75	%		5,128,595
Avistar at Wood Hollow - Series A (6)		2017	Austin, TX	5/1/2054		5.75	%		38,941,304
Brookstone (1)		2009	Waukegan, IL	5/1/2040		5.45	%		8,403,386
Bruton Apartments (4)		2014	Dallas, TX	8/1/2054		6.00	%		17,381,296
CCBA Senior Garden Apartments		2022	San Diego, CA	7/1/2037		4.50	%		3,792,700
Columbia Gardens (4)		2015	Columbia, SC	12/1/2050		5.50	%		12,455,000
Companion at Thornhill Apartments (4)		2016	Lexington, SC	1/1/2052		5.80	%		10,786,181
Concord at Gulfgate - Series A (4)		2015	Houston, TX	2/1/2032		6.00	%		18,404,942
Concord at Little York - Series A (4)		2015	Houston, TX	2/1/2032		6.00	%		12,893,533
Concord at Williamcrest - Series A (4)		2015	Houston, TX	2/1/2032		6.00	%		19,973,464
Copper Gate Apartments (2)		2013	Lafayette, IN	12/1/2029		6.25	%		4,840,000
Courtyard - Series A (4)		2016	Fullerton, CA	12/1/2033		5.00	%		9,874,603
Crossing at 1415 - Series A (4)		2015	San Antonio, TX	12/1/2052		6.00	%		7,170,756
Decatur Angle (4)		2014	Fort Worth, TX	1/1/2054		5.75	%		21,866,672
Esperanza at Palo Alto (4)		2018	San Antonio, TX	7/1/2058		5.80	%		18,916,082
Glenview Apartments - Series A (3)		2014	Cameron Park, CA	12/1/2031		5.75	%		4,372,370
Greens Property - Series A (2)		2012	Durham, NC	10/1/2047		6.50	%		7,599,000
Greens Property - Series B		2012	Durham, NC	10/1/2047		12.00	%		915,039
Harden Ranch - Series A (2)		2014	Salinas, CA	3/1/2030		5.75	%		6,449,455
Harmony Court Bakersfield - Series A (4)		2016	Bakersfield, CA	12/1/2033		5.00	%		3,600,418
Harmony Terrace - Series A (4)		2016	Simi Valley, CA	1/1/2034		5.00	%		6,665,787
Heights at 515 - Series A (4)		2015	San Antonio, TX	12/1/2052		6.00	%		6,564,951
Heritage Square - Series A (3)		2014	Edinburg, TX	9/1/2051		6.00	%		10,325,196
Jackson Manor Apartments (6)		2021	Jackson, MS	5/1/2038		5.00	%		6,900,000
Las Palmas II - Series A (4)		2016	Coachella, CA	11/1/2033		5.00	%		1,633,397
Live 929 Apartments - Series 2022A (6)		2022	Baltimore, MD	1/1/2060		4.30	%		66,365,000
Lutheran Gardens (7)		2021	Compton, CA	2/1/2025		4.90	%		10,352,000
Meadow Valley		2021	Garfield Charter Township, MI	12/1/2029		6.25	%		4,723,437
Montclair Apartments - Series A (3)		2014	Lemoore, CA	12/1/2031		5.75	%		2,368,757
Montecito at Williams Ranch Apartments - Series A (6)		2017	Salinas, CA	10/1/2034		5.50	%		7,507,111
Montevista - Series A (6)		2019	San Pablo, CA	7/1/2036		5.75	%		6,656,219
Oaks at Georgetown - Series A (4)		2016	Georgetown, TX	1/1/2034		5.00	%		11,911,472
Ocotillo Springs - Series A (6)		2020	Brawley, CA	8/1/2037	LIBOR + 3.25%				11,090,000
Park at Sondrio - Series 2022A (6)		2022	Greenville, SC	1/1/2030		6.50	%		38,100,000
Park at Vietti - Series 2022A (6)		2022	Spartanburg, SC	1/1/2030		6.50	%		26,985,000
Provision Center 2014-1		2014	Knoxville, TN	5/1/2034		6.00	%		10,000,000
Renaissance - Series A (3)		2015	Baton Rouge, LA	6/1/2050		6.00	%		10,585,375
Residency at Empire - Series BB-1		2022	Burbank, CA	12/1/2040		6.45	%		14,000,000
Residency at Empire - Series BB-2		2022	Burbank, CA	12/1/2040		6.45	%		4,000,000
Residency at Empire - Series BB-3		2022	Burbank, CA	12/1/2040		6.45	%		55,000
Residency at the Entrepreneur - Series J-1 (6)		2022	Los Angeles, CA	3/31/2040		6.00	%		9,000,000
Residency at the Entrepreneur - Series J-2 (6)		2022	Los Angeles, CA	3/31/2040		6.00	%		7,500,000
Residency at the Entrepreneur - Series J-3 (6)		2022	Los Angeles, CA	3/31/2040		6.00	%		3,900,000
Residency at the Mayer - Series A (6)		2021	Hollywood, CA	4/1/2039	SOFR + 3.60%				26,000,000
Runnymede (1)		2007	Austin, TX	10/1/2024		6.00	%		9,535,000
San Vicente - Series A (4)		2016	Soledad, CA	11/1/2033		5.00	%		3,367,978
Santa Fe Apartments - Series A (3)		2014	Hesperia, CA	12/1/2031		5.75	%		2,869,660
Seasons at Simi Valley - Series A (4)		2015	Simi Valley, CA	9/1/2032		5.75	%		4,137,438
Seasons Lakewood - Series A (4)		2016	Lakewood, CA	1/1/2034		5.00	%		7,100,512
Seasons San Juan Capistrano - Series A (4)		2016	San Juan Capistrano, CA	1/1/2034		5.00	%		11,954,944
Silver Moon - Series A (3)		2015	Albuquerque, NM	8/1/2055		6.00	%		7,557,312
Solano Vista - Series A		2018	Vallejo, CA	1/1/2036		5.85	%		2,631,168
Southpark (1)		2009	Austin, TX	12/1/2049		6.13	%		12,495,000
Summerhill - Series A (4)		2016	Bakersfield, CA	12/1/2033		5.00	%		6,199,861
Sycamore Walk - Series A (4)		2015	Bakersfield, CA	1/1/2033		5.25	%		3,428,986
The Palms at Premier Park Apartments (2)		2013	Columbia, SC	1/1/2050		6.25	%		18,137,042
Tyler Park Townhomes (2)		2013	Greenfield, CA	1/1/2030		5.75	%		5,616,043
The Village at Madera - Series A (4)		2016	Madera, CA	12/1/2033		5.00	%		2,977,825
Village at Avalon (5)		2018	Albuquerque, NM	1/1/2059		5.80	%		15,942,559
Village at River's Edge (4)		2017	Columbia, SC	6/1/2033		6.00	%		9,649,659
Vineyard Gardens - Series A (6)		2017	Oxnard, CA	1/1/2035		5.50	%		3,908,104
Westside Village Market (2)		2013	Shafter, CA	1/1/2030		5.75	%		3,670,075
Willow Run (4)		2015	Columbia, SC	12/1/2050		5.50	%		12,282,000
								$	771,014,252

(1)

MRB owned by ATAX TEBS I, LLC (M24 TEBS), Note 16

(2)

MRB owned by ATAX TEBS II, LLC (M31 TEBS), Note 16

(3)

MRB owned by ATAX TEBS III, LLC (M33 TEBS), Note 16

(4)

MRB owned by ATAX TEBS IV, LLC (M45 TEBS), Note 16

(5)

MRB held by Morgan Stanley in a debt financing transaction, Note 16

(6)

MRB held by Mizuho Capital Markets, LLC in a debt financing transaction, Note 16

(7)

MRB held by Barclays Capital Inc. in a secured financing transaction, Note 16

16. Debt Financing

The following tables summarize the Partnership’s debt financings, net of deferred financing costs, as of December 31, 2023 and 2022:


		Outstanding Debt Financings as of December 31, 2023, net		Restricted Cash		Stated Maturities	Interest Rate Type	Tax-Exempt Interest on Senior Securities (1)	Remarketing Senior Securities Rate (2)	Facility Fees	Period End Rates
TEBS Financings
M31 TEBS	(3)	$	66,621,825	$	4,999	2024	Variable	Yes	3.90%	1.31%	5.21%
M33 TEBS			28,870,624		2,606	2030	Fixed	Yes	N/A	N/A	3.24%
M45 TEBS			209,769,942		5,000	2034	Fixed	Yes	N/A	N/A	4.39%
Subtotal/Weighed Average Period End Rate			305,262,391								4.46%

TEBS Residual Financing		$	60,322,317	$	-	2034	Fixed	Yes	N/A	N/A	7.16%

TOB Trust Securitizations
Mizuho Capital Markets:
Hope on Avalon GIL			18,711,665	(4)		2024	Variable	Yes	4.24%	1.44%	5.68%
Jackson Manor Apartments			4,100,000	(4)		2024	Variable	Yes	4.24%	1.29%	5.53%
Trust 2021-XF2926	(5)		38,496,952	(4)		2024	Variable	No	5.59%	0.90%	6.49%
SoLa Impact Opportunity Zone Fund			23,741,122	(4)		2024	Variable	No	5.59%	1.78%	7.37%
Montevista - Series A			5,618,833	(4)		2025	Variable	Yes	4.24%	1.28%	5.52%
Montecito at Williams Ranch - Series A			6,813,244	(4)		2025	Variable	Yes	4.24%	1.18%	5.42%
Vineyard Gardens - Series A			3,593,615	(4)		2025	Variable	Yes	4.24%	1.18%	5.42%
The Park at Sondrio - Series 2022A			30,396,222	(4)		2025	Variable	Yes	4.24%	1.43%	5.67%
The Park at Vietti - Series 2022A			21,522,158	(4)		2025	Variable	Yes	4.24%	1.43%	5.67%
Avistar at Copperfield - Series A			11,370,985	(4)		2025	Variable	Yes	4.24%	1.68%	5.92%
Avistar at Wilcrest - Series A			4,303,984	(4)		2025	Variable	Yes	4.24%	1.68%	5.92%
Residency at the Entrepreneur MRBs			23,040,000	(4)		2025	Variable	Yes	4.24%	1.45%	5.69%
Legacy Commons at Signal Hills GIL			31,155,000	(4)		2025	Variable	Yes	4.24%	0.91%	5.15%
Osprey Village GIL			49,475,000	(4)		2025	Variable	Yes	4.24%	1.19%	5.43%
Trust 2021-XF2939	(6)		21,821,644	(4)		2025	Variable	No	5.59%	1.17%	6.76%
Residency at Empire MRBs			18,267,048	(4)		2026	Variable	Yes	4.24%	1.42%	5.66%
The Ivy Apartments			24,330,930	(4)		2026	Variable	Yes	4.24%	1.44%	5.68%
Windsor Shores Apartments			17,183,983	(4)		2026	Variable	Yes	4.24%	1.44%	5.68%
Village at Hanford Square			7,760,141	(4)		2026	Variable	Yes	4.24%	1.44%	5.68%
MaryAlice Circle Apartments			4,682,351	(4)		2026	Variable	Yes	4.24%	1.44%	5.68%
Meadow Valley			15,438,915	(4)		2026	Variable	Yes	4.24%	1.44%	5.68%
40rty on Colony			4,440,847	(4)		2026	Variable	Yes	4.24%	1.44%	5.68%
Sandy Creek Apartments GIL			9,616,853	(4)		2026	Variable	Yes	4.24%	1.44%	5.68%
Residency at the Mayer - Series A			24,335,000	(4)		2026	Variable	Yes	4.24%	1.19%	5.43%
The Safford			5,911,780	(4)		2026	Variable	Yes	4.24%	1.44%	5.68%
Avistar at Wood Hollow - Series A			32,673,300	(4)		2027	Variable	Yes	4.24%	1.44%	5.68%
Live 929			53,092,000	(4)		2027	Variable	Yes	4.24%	1.18%	5.42%
Barclays Capital Inc.:
Trust 2021-XF2953	(7)		69,694,599		-	2024	Variable	No	5.48%	1.27%	6.75%
Poppy Grove I GIL			15,872,163		-	2024	Variable	Yes	4.40%	1.25%	5.65%
Poppy Grove II GIL			7,628,163		-	2024	Variable	Yes	4.40%	1.25%	5.65%
Poppy Grove III GIL			13,235,163		-	2024	Variable	Yes	4.40%	1.25%	5.65%
Village Point			18,381,720		-	2024	Variable	Yes	4.43%	1.61%	6.04%
Subtotal/Weighed Average Period End Rate			636,705,380								5.87%

Term TOB Trust Securitizations
Morgan Stanley:
Village at Avalon		$	12,739,978		-	2024	Fixed	Yes	N/A	N/A	1.98%

Total Debt Financings		$	1,015,030,066

(1)

The tax treatment of interest paid to the trust senior trust securities is dependent on the structure of the trust financing. Debt financings designated as “tax-exempt” in the table above are such that the Partnership expects and believes the interest on the senior securities is exempt from federal income taxes, which typically requires a lower remarketing rate to place the senior securities at each weekly reset.

(2)

The remarketing senior securities rate is the market interest rate determined by the remarketing agent to ensure all senior securities tendered by holder for weekly remarketing are purchased at par.

(3)

Facility fees have a variable component. The stated maturity date in July 2024 is the expiration of the liquidity commitment rate from Freddie Mac. On that date, Freddie Mac will either extend the liquidity commitment, reset the liquidity commitment fee rate, or require the conversion to a fixed rate mode at a rate dependent on market conditions on that date. Freddie Mac cannot require redemption of the outstanding Class A Certificates on that date. The Partnership also has the right to terminate the facility and obtain alternative debt financing.

(4)

The Partnership has restricted cash totaling approximately $9.6 million related to its total net position with Mizuho Capital Markets.

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(5)

The TOB trust is securitized by the Legacy Commons at Signal Hills property loan and the Hope on Avalon taxable GIL.

(6)

The TOB trust is securitized by the Residency at the Mayer taxable MRB and Osprey Village property loan.

(7)

The TOB trust is securitized by the Willow Place GIL, property loan & supplemental GIL, Lutheran Gardens MRB, Magnolia Heights GIL and property loan, Poppy Grove I taxable GIL, Poppy Grove II taxable GIL and Poppy Grove III taxable GIL.


	Outstanding Debt Financings as of December 31, 2022, net		Restricted Cash		Stated Maturities	Interest Rate Type	Tax-Exempt Interest on Senior Securities (1)	Remarketing Senior Securities Rate (2)	Facility Fees	Period End Rates
TEBS Financings
M31 TEBS (3)	$	75,570,121	$	4,999	2024	Variable	Yes	3.69%	1.55%	5.24%
M24 TEBS		7,489,619		204,000	2027	Fixed	Yes	N/A	N/A	3.05%
M33 TEBS		29,549,954		2,606	2030	Fixed	Yes	N/A	N/A	3.24%
M45 TEBS (4)		211,914,923		5,000	2034	Fixed	Yes	N/A	N/A	3.82%
Subtotal/Weighed Average Period End Rate		324,524,617								4.08%

Secured Notes	$	102,488,160		35,979,743	2025	Variable	No	N/A	N/A	13.05% (5)

TOB Trust Securitizations
Mizuho Capital Markets:
Montevista - Series A	$	5,650,044	(6)		2023	Variable	Yes	3.86%	1.27%	5.13%
Trust 2020-XF2908 (7)		43,472,232	(6)		2023	Variable	No	4.57%	0.89%	5.46%
Hope on Avalon GIL		18,695,484	(6)		2023	Variable	Yes	3.86%	1.44%	5.30%
Hope on Broadway GIL		9,670,809	(6)		2023	Variable	Yes	3.86%	1.44%	5.30%
Ocotillo Springs - Series A		9,978,639	(6)		2023	Variable	Yes	3.86%	0.91%	4.77%
Jackson Manor Apartments		5,859,141	(6)		2023	Variable	Yes	3.88%	1.29%	5.17%
Trust 2021-XF2926 (8)		70,402,736	(6)		2024	Variable	No	4.57%	0.89%	5.46%
Trust 2021-XF2939 (9)		7,341,558	(6)		2024	Variable	No	4.57%	1.16%	5.73%
Scharbauer Flats GIL		36,000,000	(6)		2024	Variable	Yes	3.88%	0.91%	4.79%
Oasis at Twin Lakes GIL		30,600,000	(6)		2024	Variable	Yes	3.88%	0.91%	4.79%
Centennial Crossing GIL		29,772,000	(6)		2024	Variable	Yes	3.88%	0.91%	4.79%
Residency at the Mayer - Series A		21,450,000	(6)		2024	Variable	Yes	3.86%	1.19%	5.05%
Montecito at Williams Ranch - Series A		6,872,074	(6)		2025	Variable	Yes	3.62%	1.17%	4.79%
Vineyard Gardens - Series A		3,592,692	(6)		2025	Variable	Yes	3.67%	1.17%	4.84%
The Park at Sondrio - Series 2022A		30,354,275	(6)		2025	Variable	Yes	3.88%	1.43%	5.31%
The Park at Vietti - Series 2022A		21,489,569	(6)		2025	Variable	Yes	3.88%	1.43%	5.31%
Avistar at Copperfield - Series A		11,501,641	(6)		2025	Variable	Yes	3.80%	1.67%	5.47%
Avistar at Wilcrest - Series A		4,350,640	(6)		2025	Variable	Yes	3.88%	1.67%	5.55%
Residency at the Entrepreneur MRBs		16,513,817	(6)		2025	Variable	No	4.57%	1.18%	5.75%
Legacy Commons at Signal Hills & Hilltop at Signal Hills GILs		53,160,000	(6)		2025	Variable	Yes	3.88%	0.91%	4.79%
Osprey Village GIL		32,905,000	(6)		2025	Variable	Yes	3.88%	1.19%	5.07%
Avistar at Wood Hollow - Series A		33,092,580	(6)		2027	Variable	Yes	3.88%	1.44%	5.32%
Live 929		53,092,000	(6)		2027	Variable	Yes	3.88%	1.18%	5.06%
Barclays Capital Inc.:
Trust 2021-XF2953 (10)		46,548,777		-	2023	Variable	No	4.42%	1.27%	5.69%
Poppy Grove I GIL		6,258,486		-	2023	Variable	Yes	3.81%	1.25%	5.06%
Poppy Grove II GIL		3,614,486		-	2023	Variable	Yes	3.81%	1.25%	5.06%
Poppy Grove III GIL		6,821,486		-	2023	Variable	Yes	3.81%	1.25%	5.06%
Subtotal/Weighed Average Period End Rate		619,060,166								5.19%

Term TOB Trust Securitizations
Morgan Stanley:
Village at Avalon	$	12,831,009		-	2024	Fixed	Yes	N/A	N/A	1.98%

Total Debt Financings	$	1,058,903,952

(1)

(2)

The remarketing senior securities rate is the market interest rate determined by the remarketing agent to ensure all senior securities tendered by holder for weekly remarketing are purchased at par.

(3)

Facility fees have a variable component.

(4)

The M45 TEBS has an initial interest rate of 3.82% through July 31, 2023. From August 1, 2023 through the stated maturity date, the interest rate is 4.39%. These rates are inclusive of credit enhancement fees payable to Freddie Mac.

(5)

The Secured Notes had a stated rate of 9.25% plus SOFR which resets monthly. The Partnership has entered into a total return swap transaction with the Secured Notes as the reference security and a notional amount totaling the outstanding principal on the Secured Notes. The total return swap effectively nets down the interest rate on the Secured Notes. Considering the effect of the total return swap, the effective net interest rate of the Secured Notes is 7.80% as of December 31, 2022. See Note 18 for further information on the total return swap.

(6)

The Partnership has restricted cash totaling approximately $38,000 related to its total net position with Mizuho Capital Markets.

(7)

The TOB trust is securitized by the Scharbauer Flats Apartments and Centennial Crossings property loans.

(8)

The TOB trust is securitized by the Legacy Commons at Signal Hills property loan, Hilltop at Signal Hills property loan, Hope on Avalon
taxable GIL, and the Oasis at Twin Lakes property loan.

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(9)

The TOB trust is securitized by the Residency at the Mayer taxable MRB, Ocotillo Springs taxable MRB, and Osprey Village property loan.

(10)

The TOB trust is securitized by the Willow Place GIL and property loan, Lutheran Gardens MRB, Magnolia Heights GIL and property loan, Poppy Grove I taxable GIL, Poppy Grove II taxable GIL and Poppy Grove III taxable GIL.

The TOB, term TOB, TEBS financings, and TEBS Residual Financing are consolidated VIEs of the Partnership (Note 5). The Partnership is the primary beneficiary due to its rights to the underlying assets. Accordingly, the Partnership consolidates the TOB, term TOB, TEBS financings, and TEBS Residual Financing on the Partnership's consolidated financial statements. See information regarding the MRBs, GILs, property loans, taxable MRBs and taxable GILs securitized within the TOB, term TOB, TEBS financings, and TEBS Residual Financing in Notes 6, 7, 8 and 12, respectively.

As the residual interest holder in the TOB, term TOB, and TEBS financing, the Partnership may be required to make certain payments or contribute certain assets to the VIEs if certain events occur. Such events include, but are not limited to, a downgrade in the investment rating of the senior securities issued by the VIEs, a ratings downgrade of the liquidity provider for the VIEs, increases in short term interest rates beyond pre-set maximums, an inability to re-market the senior securities, or an inability to obtain liquidity for the senior securities. If such an event occurs in an individual VIE, the Partnership may be required to deleverage the VIE by repurchasing some or all of the senior securities. Otherwise, the underlying collateral will be sold and, if the proceeds are not sufficient to pay the principal amount of the senior securities plus accrued interest and other trust expenses, the Partnership will be required to fund any such shortfall. If the Partnership does not fund the shortfall, the default and liquidation provisions will be invoked against the Partnership. The shortfall on each TEBS financing is limited to the Partnership’s residual interest. The Partnership has never been, and does not expect in the future, to be required to reimburse the VIEs for any shortfall.

As the residual interest holder in the TEBS Residual Financing, the Partnership may make certain payments or contribute certain assets to the VIE to prevent a default under the arrangement. If the Partnership does not or is unable to cure the default, the default and liquidation provisions will be invoked and the underlying assets will be sold, which may result in the Partnership’s residual interest not being recovered.

Tax Exempt Bond Securitization (“TEBS”) Financings

The Partnership, through four wholly owned subsidiaries (collectively, the “TEBS Sponsors”), has sponsored four separate TEBS financings – the M24 TEBS financing, the M31 TEBS financing, the M33 TEBS financing, and the M45 TEBS financing (collectively, the “TEBS financings”). The TEBS financings are structured such that the Partnership transferred MRBs to Freddie Mac to be securitized into the TEBS financings. Freddie Mac then issued Class A and Class B Freddie Mac Multifamily Variable Rate Certificates or Class A and Class B Freddie Mac Multifamily Fixed Rate Certificates (collectively, the “TEBS Certificates”), which represent beneficial interests in the securitized assets. The Class A TEBS Certificates are senior securities that are sold to unaffiliated investors and entitle the holders to cash flows from the securitized assets. The Class A TEBS Certificates are credit enhanced by Freddie Mac such that Freddie Mac will cover any shortfall if the cash flows from the securitized assets are less than the contractual principal and interest due to the Class A TEBS Certificate holders. The TEBS Sponsors or Partnership would then be required to reimburse Freddie Mac for any credit enhancement payments. The Class B TEBS Certificates are residual interests retained by the TEBS Sponsors and grant the Partnership rights to certain cash flows from the securitized assets after payment to the Class A Certificates and related facility fees, as well as certain other rights to the securitized assets. The TEBS financings are non-recourse financing to the Partnership and the maximum exposure to loss is the value of the Class B Certificates, before consideration of the Partnership’s total return swap.

In December 2023, all outstanding principal and accrued interest on the M24 TEBS financing facility was paid in full and the facility was collapsed in accordance with prepayment provisions in the original agreement. The Partnership took ownership of the three remaining MRBs that had been securitized in the M24 TBS financing facility.

The M31 TEBS financing includes maximum interest rate provisions that prevent the debt service from exceeding the cash flows from the underlying securitized assets.

As of December 31, 2023 and 2022, the Partnership posted restricted cash as contractually required under the terms of the TEBS financings. In addition, the Partnership has entered into an interest rate cap agreement to mitigate its exposure to interest rate fluctuations on the variable-rate M31 TEBS financing (Note 18).

TEBS Residual Financing

The Partnership has entered into a financing securitization of its residual interests in the M31, M33 and M45 TEBS financings. The securitization involved the sale of the TEBS Financings residual interests to an issuer, which then issued and sold senior Affordable Housing Multifamily Certificates. The Partnership retained the residual Affordable Housing Multifamily Certificates also issued by the issuer. The senior Affordable Housing Multifamily Certificates are considered secured financing of the Partnership and were sold to

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third party investors in exchange for financing proceeds. The residual Affordable Housing Multifamily Certificates were retained by the Partnership. The senior Affordable Housing Multifamily Certificates are entitled to interest at a fixed rate of 7.125% per annum and certain principal payments from the assets within the TEBS Residual Financing. The Partnership is entitled to all residual cash flows of the TEBS Residual Financing after payments to the senior Affordable Housing Multifamily Certificates and trustee expenses of 0.03% per annum. The senior Affordable Housing Multifamily Certificates are non-recourse to the Partnership and are not subject to mark-to-market collateral posting.

Secured Notes Financing (“Secured Notes”)

ATAX TEBS Holdings, LLC, a wholly owned subsidiary of the Partnership, issued Secured Notes to Mizuho with an initial aggregate principal amount of $103.5 million. The Secured Notes were secured by the Partnership’s residual certificates associated with its four TEBS financings. The Secured Notes bore interest at a variable rate equal to SOFR plus 9.25%, payable monthly. Interest due on the Secured Notes was paid from receipts related to the four TEBS financing residual certificates. Receipts of principal related to the four TEBS financing residual certificates were used to pay down the principal of the Secured Notes. Concurrent with the issuance of the Secured Notes, the Partnership entered into two total return swap transactions with Mizuho to reduce the net interest cost related to the Secured Notes (Note 18). In December 2023, all outstanding principal and accrued interest on the Secured Notes was paid in full and the facility and the related total return swap were terminated.

The restricted cash associated with the Secured Notes was collateral posted with Mizuho according to the terms of the total return swap that had the Secured Notes as the reference security (Note 18).

TOB and Term TOB Trust Financings

The Partnership has entered into various TOB trust financings with Mizuho and Barclays secured by various investment assets. The TOB trust structures under Mizuho and Barclays are functionally similar. Under these TOB trust financings, the trustee issues senior securities and residual interests that represent beneficial interests in the TOB trust that entitle the holders to cash flows from the securitized assets within the TOB trust. The senior securities are sold to unaffiliated investors and entitle the holder to cash flows from the securitized assets at a variable interest rate. The senior securities are credit enhanced by Mizuho or Barclays such that Mizuho or Barclays will cover any shortfall if the cash flows from the securitized assets are less than the contractual principal and interest due to the senior security holders. The Partnership will then be required to reimburse Mizuho or Barclays for any credit enhancement payments. The residual interests are retained by the Partnership and grant the Partnership rights to certain cash flows from the securitized assets after payment to the senior securities and related trust fees, as well as certain other rights to the securitized assets. The TOB trust financings are generally recourse obligations of the partnership under the respective ISDA master agreements discussed below.

The TOB trust financings include maximum interest rate provisions that prevent the debt service on the debt financings from exceeding the cash flows from the underlying securitized assets.

Mizuho Capital Markets

The TOB trusts and Secured Notes with Mizuho are subject to an ISDA master agreement that contains certain covenants and requirements related to the Partnership’s TOB trusts and Secured Notes. The TOB trusts require that Partnership’s residual interests must maintain a certain value in relation to the total assets in each TOB trust. The ISDA master agreement with Mizuho requires the Partnership’s partners’ capital, as defined, to maintain a certain threshold and that the Partnership remain listed on a national securities exchange. If the Partnership is not in compliance with any of these covenants, a termination event of the financing facility would be triggered. The Partnership was in compliance with these covenants as of December 31, 2023.The Partnership is subject to mark-to-market collateral posting provision for positions under the ISDA master agreement with Mizuho. The amount of collateral posting required is dependent on the valuation of the securitized assets and interest rate swaps (Note 18) in relation to thresholds set by Mizuho at the initiation of each transaction. As of December 31, 2023, the Partnership had posted required cash collateral totaling $9.6 million related to mark-to-market valuations. As of December 31, 2022, the Partnership had posted all required cash collateral totaling $36.0 million related to the Secured Notes total return swap.

Barclays Bank PLC

The TOB trusts with Barclays are subject to an ISDA master agreement that contains certain covenants and requirements related to the Partnership’s TOB trusts. The Partnership’s residual interests in the TOB trusts must maintain a certain value in relation to the total assets in the TOB trust. The ISDA master agreement with Barclays requires the Partnership’s partners’ capital, as defined, to maintain a certain threshold, limits on the Partnership’s Leverage Ratio (as defined by the Partnership) and that the Partnership remained listed on a national securities exchange. If the Partnership is not in compliance with any of these covenants, a termination event of the financing facility would be triggered. The Partnership was in compliance with these covenants as of December 31, 2023.

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The Partnership may also be required to post collateral, typically in cash, related to the TOB trusts with Barclays. The amount of collateral posting required is dependent on the valuation of the securitized assets in relation to thresholds set by Barclays at the initiation of each transaction. There was no requirement to post collateral for the TOB trusts as of December 31, 2023 and 2022.

Morgan Stanley Bank

The Partnership has entered into a term TOB trust financing with Morgan Stanley Bank, N.A. (“Morgan Stanley”) secured by an MRB. Under the term TOB trust structure, the trustee issued Class A Certificates and Class B Certificates that represent beneficial interests in the securitized asset held by the term TOB trust. Morgan Stanley has purchased the Class A Certificates that are senior securities, and the Partnership has retained the Class B Certificates that are residual interests in the Trust. The Class B Certificates grant the Partnership certain rights to the securitized asset.

The term TOB trust with Morgan Stanley is subject to a Trust Agreement and other related agreements that contain covenants with which the Partnership or the underlying MRB are required to comply. The underlying property must maintain certain occupancy and debt service covenants. A termination event will occur if the Partnership’s net assets, as defined, decrease by 25% in one quarter or 35% over one year. The covenants also require the Partnership’s partners’ capital, as defined, to maintain a certain threshold and that the Partnership remains listed on a nationally recognized stock exchange. If the underlying property or the Partnership, as applicable, is out of compliance with any of these covenants, a termination event of the financing facility would be triggered. The Partnership was in compliance with all covenants as of December 31, 2023.

Contractual Maturities

The Partnership’s contractual maturities of debt financing for the twelve-month periods ending December 31 for the next five years and thereafter are as follows:


2024	$	317,300,331
2025		213,231,784
2026		137,165,526
2027		88,763,220
2028		4,518,577
Thereafter		257,080,434
Total		1,018,059,872
Unamortized deferred financing costs and debt premium		(3,029,806	)
Total debt financing, net	$	1,015,030,066

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

Evaluation of disclosure controls and procedures. The Chief Executive Officer and the Chief Financial Officer have reviewed and evaluated the effectiveness of the Partnership’s disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, the Partnership’s disclosure controls and procedures were effective in ensuring that (i) information required to be disclosed by the Partnership in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and (ii) information required to be disclosed by the Partnership in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Partnership’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Changes in internal control over financial reporting. There were no changes in the Partnership’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fourth quarter ended December 31, 2023 that have materially affected, or are reasonably likely to materially affect, the Partnership’s internal control over financial reporting.

The Partnership’s management is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Securities Exchange Act Rules 13a-15(f) and 15d-15(f). The Partnership carried out an evaluation under the supervision and with the participation of the Partnership’s management, including the Partnership’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the Partnership’s internal control over financial reporting. The Partnership’s management used the framework in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations (COSO) to perform this evaluation. Based on that evaluation, the Partnership’s management concluded that the Partnership’s internal control over financial reporting was effective as of December 31, 2023.

This Annual Report on Form 10-K does not include an attestation report of the Partnership’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Partnership’s registered public accounting firm pursuant to Securities and Exchange Commission rules that permit the Partnership to provide only management’s report in this annual report.

The Partnership is managed by its general partner, AFCA 2, which in turn is managed by its general partner, Greystone Manager. The Board of Managers of Greystone Manager (the “Board”) act as the directors of the Partnership.

Kenneth C. Rogozinski holds the position of Chief Executive Officer and Jesse A. Coury holds the position of Chief Financial Officer of the Partnership. Mr. Rogozinski and Mr. Coury are the only executive officers of the Partnership and are employed by Greystone Manager.

The Partnership’s general partner, AFCA 2, is not elected by the Unitholders and is not subject to re-election on an annual or other continuing basis in the future. In addition, the Partnership’s Unitholders are not entitled to elect the Board of Managers or executive officers of Greystone Manager or take part in the management or control of the business of the Partnership.

The Board has seven members, of which four members are independent under the applicable SEC and NYSE independence requirements. The NYSE listing rules do not require a listed limited partnership, such as the Partnership, to have a majority of independent directors on the Board of the general partner of AFCA 2 or to establish a compensation committee or a nominating and corporate governance committee. The Partnership is, however, required to have an audit committee of at least three members, all of whom are required to meet the independence and experience standards established by the NYSE listing rules and SEC rules. In this regard, all the members of the Greystone Manager Audit Committee have been determined to be independent under the applicable SEC and NYSE independence requirements.

The following table sets forth certain information regarding the current Board and executive officers of the Partnership. Managers will remain in office until: (i) removed by a written instrument signed by the managing member of Greystone Manager; (ii) such Manager resigns in a written instrument delivered to the managing member of Greystone Manager; or (iii) such Manager dies or is unable to serve.

Set forth below is the biographical information for each of the Managers of Greystone Manager and the executive officers of the Partnership:

Stephen Rosenberg, 68, founded Greystone (together with its affiliated companies, the “Greystone Companies”) in 1988 as an independent investment banking firm and has since developed the Greystone Companies into a diversified national company with approximately 1,000 employees that owns, services and/or manages nearly $90 billion in assets. Mr. Rosenberg currently serves as Chief Executive Officer of the Greystone Companies, responsible for executive oversight, coordination and management of matters of the Greystone Companies, as well as the identification and execution of real estate and healthcare-related merchant banking and development opportunities. Mr. Rosenberg received his Bachelor of Business Administration degree from Touro College in New York and a Masters of Business Administration degree from the Wharton School of the University of Pennsylvania, as well as a Doctor of Dental Medicine degree from the University of Pennsylvania School of Dental Medicine. Mr. Rosenberg currently serves on the Board of Trustees of the Touro College and University System.

Kenneth C. Rogozinski, 62, is the Chief Executive Officer of the Partnership and an employee of Greystone Manager. Mr. Rogozinski was the Partnership’s Chief Investment Officer beginning in September 2019. Previously, Mr. Rogozinski was an Executive Managing Director of Greystone Capital Advisors LLC, a position he held beginning October 2017. In that role Mr. Rogozinski oversaw Greystone Capital Advisors originations, structured debt products and complex, specialized financing solutions for real estate owners and developers seeking debt and equity for construction and portfolio refinancing of multifamily and mixed-use assets. From February 2009 to September 2017, Mr. Rogozinski was the Co-Chief Executive Officer and Chief Credit Officer of Dreadnought Capital Management Corporation, an SEC registered investment advisor, that he co-founded in 2009. There, he focused on direct lending and debt investing in public-private housing and project finance, overseeing more than $1.1 billion in deployed capital. Mr. Rogozinski received a Bachelor of Science degree in Finance from Fordham University and a Master of Business Administration degree from the Wharton School of the University of Pennsylvania. Mr. Rogozinski is a board member of the Foundation for Affordable Rental Housing Holdings Inc and serves as chairman of the Town of Greenwich, CT’s Planning and Zoning Board of Appeals.

Jesse A. Coury, 38, was appointed Chief Financial Officer of the Partnership in February 2020 and is an employee of Greystone Manager. Previously, Mr. Coury was the Partnership’s Corporate Controller from 2017 until 2019. Mr. Coury previously served as the Director of Internal Audit for Burlington Capital LLC in 2016 and was an Assurance Manager at RSM US LLP, where he worked 2009 to 2015. Mr. Coury received his Bachelor of Arts in Accounting and Master of Accountancy degrees from the University of Notre Dame and is a Certified Public Accountant (CPA) licensed in the State of Nebraska.

Jeffrey M. Baevsky, 63, is the Executive Managing Director of Corporate Finance and Capital Markets at Greystone where he has been employed since 2014. Mr. Baevsky is responsible for Greystone’s banking relationships, credit lines, financing development projects, and new product development, as well as overseeing all of Greystone’s capital markets activities. Mr. Baevsky led the closing of Greystone’s inaugural debt fund, as well as five CLO offerings, two of which have been landmark transactions comprised solely of healthcare assets. Prior to joining Greystone, Mr. Baevsky served as Head of Capital Markets at Gramercy Capital Corp. handling project debt and secondary loan trading activities. Over his career, he has advised on mortgage-based credit facilities, mezzanine finance, off-balance sheet acquisition and asset development programs, and both public and private debt and equity capital placements as a Managing Director at Deutsche Bank and Wachovia. Mr. Baevsky received an M.B.A. in finance and real estate from the MIT Sloan School of Management and a Bachelor of Science and Engineering degree from the University of Pennsylvania.

Drew C. Fletcher, 45, is the President of Greystone Capital Advisors LLC and Greystone Construction Capital LLC where he has been employed since 2013. Mr. Fletcher brings over 25 years of commercial real estate experience arranging creative debt and equity solutions for institutional and private commercial property owners and developers, and providing strategic advisory services for institutions, investors and borrowers. He has directly originated and executed on more than $20 billion of financing transactions. From 1999 to 2012 he was employed by Edison Properties LLC, one of the largest private real estate owners in New York City, with a $5 billion diversified portfolio of self-storage, office, multifamily and substantial land holdings throughout the New York Metropolitan region, where he ultimately served as Chief Financial Officer. Mr. Fletcher received his Bachelor of Arts degree in Economics and Communications from Wake Forest University; his Master of Business Administration in Finance from New York University; and his Master of Accountancy in Taxation from Rutgers University.

Steven C. Lilly, 54, currently serves as the Chief Financial Officer of FS/KKR Capital Corp. (NYSE, “FSK”), a specialty finance company with approximately $16 billion of assets under management. Previously, he also served as the Chief Financial Officer of FS/KKR Capital Corp. II, until its merger with FSK in June 2021. Prior to FSK, Mr. Lilly served as the Chief Financial Officer, Secretary and member of the Board of Directors of Triangle Capital Corporation from 2006 to the sale of Triangle Capital Corporation in August 2018. Prior to its sale, Triangle Capital Corporation was a NYSE-listed specialty finance company that provided customized financing primarily to lower middle market companies located in the United States and is now known as Barings BDC, Inc. Mr. Lilly was also the Chief Compliance Officer of Triangle Capital Corporation from 2007 to August 2018, and a member of its investment committee. Mr. Lilly is a graduate of Davidson College and has completed an executive-sponsored education program at the University of North Carolina’s Kenan-Flagler Business School.

W. Kimball Griffith, 75, is of counsel to Norris George & Ostrow PLLC since October 2017, a law firm that specializes in providing finance solutions to affordable housing and community development. From February 2015 to September 2017, was an affordable housing consultant. From 2003 to February 2015, he served as director (2003-2007) and vice president (2007-2015) of the Federal Home Loan Mortgage Corporation (Freddie Mac) in its Multifamily Division in charge of mortgage and investment products for affordable properties with federal, state or local financial support. During the period that he was vice president, Freddie Mac affordable housing investments annually approximated $3 to 4 billion, working with 10 to 15 affordable mortgage lenders and investors and supervising 8 production staff as well as working with 15 underwriting staff. From 1974 to 2003, he practiced law, including with Kutak Rock LLP and its predecessor firms, from 1976 until 1999, where he served in numerous management roles, and with Ballard Spahr LLP from 1999 to 2003. Mr. Griffith currently serves on the Board of Directors of Housing Up (formerly Transitional Housing Corporation). He previously served on the Board of Directors of Enterprise Community Investors, Inc. and Enterprise Community

Development Inc. (formerly Community Preservation Development Corporation). Mr. Griffith is a graduate of Davidson College and the University of North Carolina Law School.

Deborah A. Wilson, 68, is currently a Principal at Ramshead Advisors LLC where she uses her broad and deep experience in the industry to assist existing and potential owners of commercial mortgage banking companies. She focuses on mergers and acquisitions, pricing, due diligence, transitional activities and operational efficiencies of commercial mortgage banking. She previously served as Executive Vice President, Chief Financial Officer and Treasurer of Walker & Dunlop, Inc., as Vice President of Counterparty Risk at Fannie Mae, and as a Partner at KPMG LLP.

Robert K. Jacobsen, 67, has over 40 years of professional experience including serving as a Managing Director at Merrill Lynch, Goldman Sachs, and Fundamental Advisors. In that time, he has accumulated expertise in the underwriting, trading, and sale of municipal bonds with a particular focus on real estate secured transactions, both as a principal and as an agent. He is also experienced in the hedging and financing of municipal bonds in both the securitization and derivatives markets. Mr. Jacobsen graduated with a B.A. and an M.A. from Columbia University and an M.B.A. from the University of Michigan.

Greystone Manager has adopted the Code of Business Conduct and Ethics for the senior executive and financial officers of the Partnership as required by Section 406 of the Sarbanes-Oxley Act of 2002. As such, this Code of Business Conduct and Ethics covers all executive officers of the Partnership, including the Partnership’s chief executive officer and chief financial officer. The Code of Business Conduct and Ethics is also applicable to all the members of the Board, officers, and employees working on behalf of the Partnership and is designed to comply with the listing requirements of the NYSE. The Code of Business Conduct and Ethics is available on the Partnership’s website at www.ghiinvestors.com.

The Partnership has a hedging policy in place for all members of the Board, officers of the Partnership and Greystone Manager, the General Partner, employees of the Partnership or its subsidiaries, and any other Greystone affiliated employees who perform services on behalf of Greystone Manager, the General Partner or the Partnership. The policy also applies to family members, other members of a person’s household, and entities controlled by a person covered by the policy. The policy applies to all transactions in the Partnership's securities, which consists of the Partnership’s BUCs, Preferred Units and any other Partnership securities that may be issued in the future. Our policy prohibits hedging or monetization transactions.

The Board has an Audit Committee. The Charter of the Audit Committee is posted under the “Corporate Governance” section of the Partnership’s website at www.ghiinvestors.com. The Partnership does not have a compensation committee or a nominating and corporate governance committee. The NYSE listing rules do not require a listed limited partnership to establish a compensation committee or a nominating and corporate governance committee. The Partnership is, however, required to have an audit committee comprised solely of members that are “independent” under the NYSE listing standards.

The members of the Audit Committee are Steven C. Lilly, W. Kimball Griffith, and Deborah A. Wilson. The Board has affirmatively determined that each member of the Audit Committee meets the independence and experience standards established by the NYSE listing rules and the rules of the SEC. The Board has also reviewed the financial expertise of Mr. Lilly and Ms. Wilson and affirmatively determined that each is an “audit committee financial expert,” as determined by the rules of the SEC. Mr. Lilly, Mr. Griffith and Ms. Wilson are “independent” as defined by the rules of the SEC and the NYSE listing standards.

The Audit Committee assists the Board in its oversight of the integrity of the Partnership’s financial statements and its compliance with legal and regulatory requirements and partnership policies and controls. The Audit Committee has the sole authority to (1) retain and terminate our independent registered public accounting firm, (2) approve all auditing services and related fees and the terms thereof performed by our independent registered public accounting firm, and (3) pre-approve any non-audit services and tax services to be rendered by our independent registered public accounting firm. The Audit Committee is also responsible for confirming the

independence and objectivity of our independent registered public accounting firm. The Partnership’s independent registered public accounting firm is given unrestricted access to the Audit Committee and Greystone Manager’s management, as necessary.

This section discusses the material elements of the compensation of the individuals who served as the Partnership’s executive officers as of December 31, 2023 and are referred to as “named executive officers.” For 2023, the Partnership’s named executive officers are Kenneth C. Rogozinski, the Chief Executive Officer, and Jesse A. Coury, the Chief Financial Officer. Mr. Rogozinski and Mr. Coury are employees, but not executive officers, of Greystone Manager. Based on the standards for determining “executive officers” set forth in Exchange Act Rule 3b-7, and consistent with the Partnership’s management structure, the Partnership has determined that Mr. Rogozinski and Mr. Coury were the only individuals who served as executive officers of the Partnership as of December 31, 2023.

Under the terms of the Partnership Agreement, other than pursuant to awards under equity plans sponsored by the Partnership or its affiliates, the Partnership is not permitted to provide any compensation to executive officers of Greystone Manager, or to any limited partners of AFCA 2. In this regard, the compensation of the named executive officers of the Partnership was determined exclusively by Greystone Manager. The Partnership reimbursed Greystone Manager for services provided by the Partnership’s named executive officers during 2023. Accordingly, the Partnership does not have an executive compensation program for the named executive officers that is controlled by the Partnership.

Set forth below is information about all compensation paid by the Partnership, pursuant to awards under equity plans sponsored by the Partnership or its affiliates, to the named executive officers for the years ended December 31, 2023 and 2022.

The following table sets forth information regarding compensation paid by the Partnership, pursuant to awards under equity plans sponsored by the Partnership or its affiliates, to the Partnership’s named executive officers for the years ended December 31, 2023 and 2022.

On June 24, 2015, the Board of Managers of the then current general partner of the Partnership’s General Partner approved the America First Multifamily Investors, L.P. 2015 Equity Incentive Plan, which was subsequently approved by the Partnership’s BUC holders on September 15, 2015. On December 5, 2022, the Board approved the Amended and Restated Greystone Housing Impact Investors LP 2015 Equity Incentive Plan (the "Plan"), which made certain administrative updates and replaced the original plan in its entirety. These administrative updates did not require approval by the Partnership’s BUC holders.

The purpose of the Plan is to promote the interests of the Partnership and its Unitholders by providing incentive compensation awards that encourage superior performance. The Plan is also intended to attract and retain the services of individuals who are essential

for the Partnership’s growth and profitability and to encourage those individuals to devote their best efforts to advancing the Partnership’s business.

The maximum number of BUCs that may be delivered with respect to awards under the Plan is 1,000,000. The Plan is generally administered by the Board, or any compensation committee of the Board, if appointed, or any other committee as may be appointed by the Board to administer the Plan (the Board or any such committee is referred to herein as the “Committee”). The Committee has the full authority, subject to the terms of the Plan, to establish, amend, suspend, or waive such rules and regulations and appoint such agents as it shall deem appropriate for the proper administration of the Plan, to designate participants under the Plan, to determine the number of BUCs to be covered by awards, to determine the type or types of awards to be granted to a participant, and to determine the terms and conditions of any award. All employees of the general partner of AFCA 2 and members of the Board, and employees of affiliates of the general partner of AFCA 2, including the Partnership, that perform services for of the general partner of AFCA 2, the Partnership, or an affiliate of either are eligible to be selected to participate in the Plan. The selection of which eligible individuals will receive awards is within the sole discretion of the Committee.

The Plan provides that the Committee may grant any or all of the following types of awards to eligible participants: (i) unit options; (ii) unit appreciation rights; (iii) restricted units; (iv) phantom units; (v) unit awards; and (vi) other unit-based awards. The Committee has full authority, subject to the terms of the Plan, to determine the types and amount of awards granted and the participants eligible to receive awards.

Upon the occurrence of any distribution (whether in cash, units, other securities, or other property), recapitalization, units split, reorganization or liquidation, merger, consolidation, split-up, spin-off, separation, combination, repurchase, acquisition of property or securities, or exchange of units or other securities of the Partnership, issuance of warrants or other rights to purchase units or other securities of the Partnership, or other similar transaction or event affects the units, then the Committee will equitably adjust any or all of (i) the number and type of units (or other securities or property) with respect to which awards may be granted, (ii) the number and type of units (or other securities or property) subject to outstanding awards, (iii) the grant or exercise price with respect to any award, (iv) any performance criteria for performance-based awards, except for awards based on continued service as an employee or manager, (v) the appropriate fair market value and other price determinations for such awards, and (vi) any other limitations in the Plan or, subject to Section 409A of the IRC, as amended, make provision for a cash payment to the holder of an outstanding award.

The effective date of the Plan is June 24, 2015 (the “Effective Date”). The term of the Plan will expire on the earlier of (i) the date it is terminated by the Board; (ii) the date units are no longer available under the plan for delivery pursuant to awards; or (iii) the tenth anniversary of the Effective Date (which is June 24, 2025). The Board may amend the Plan at any time; provided, however, that BUC holder approval will be obtained for any amendment to the Plan to the extent necessary to comply with any applicable law, regulation, or securities exchange rule. The Committee may also amend any award agreement evidencing an award made under the Plan, provided that no change in any outstanding award may be made that would adversely affect the rights of the participant under any previously granted award without the consent of the affected participant. Repricing of unit options and unit appreciation rights is prohibited under the Plan without the approval of our BUC holders, except in the case of adjustments implemented to reflect certain Partnership transactions, as described above.

Restricted units granted under the Plan totaled 105,274 and 96,321 for the years ended December 31, 2023 and 2022, respectively. Restricted units of 2,235 that were granted during 2022 were subsequently forfeited. No other types of awards have been granted under the Plan as of December 31, 2023. There are 401,595 BUCs available for future issuance under the Plan as of December 31, 2023.

The Board effectively acts as the Partnership’s board of directors. Although Greystone Manager is not a public company and its securities are not listed on any stock market or otherwise publicly traded, its Board of Managers is constituted in a manner that complies

with rules of the SEC and the NYSE related to public companies with securities listed on the NYSE in order for the Partnership and its BUCs to comply with the rules applicable to registrants that are limited partnerships. The Partnership did not pay any other compensation of any nature to any of the Managers of the Board and did not reimburse Greystone Manager for any other amounts representing compensation to its Board, other than what is disclosed in the table below.

The following table sets forth the total compensation paid to the members of the Board for the year ended December 31, 2023 for their services to the Partnership.

(a) No person is known by the Partnership to own beneficially more than 5% of the Partnership’s BUCs.

(b) Kenneth C. Rogozinski and Jesse A. Coury are the only executive officers of the Partnership, but they are employed by Greystone Manager. The other persons constituting management of the Partnership are employees of Greystone Manager as well. The following table and notes set forth information with respect to the beneficial ownership of the Partnership’s BUCs by Mr. Rogozinski, Mr. Coury, and each of the Managers of the Board and by such persons as a group. Unless otherwise indicated, the information is as of February 21, 2024, and is based upon information furnished to us by such persons. Unless otherwise noted, all persons listed in the following table have sole voting and investment power over the BUCs they beneficially own and own such BUCs directly. For purposes of this table, the term “beneficially owned” means any person who, directly or indirectly, has the power to vote or to direct the voting of a BUC or the power to dispose or to direct the disposition of a BUC or has the right to acquire BUCs within 60 days. The percentages in the table below are based on 22,992,682 issued and outstanding BUCs and RUAs as of January 31, 2024.

(c) There are no arrangements known to the Partnership, the operation of which may at any subsequent date result in a change in control of the Partnership.

(d) For information regarding the compensation plan under which equity securities of the Partnership are currently authorized for issuance, see “Equity Compensation Plan Information” in Part II, Item 5, of this report on Form 10-K.

Item 13. Certain Relationships and Related Transactions, and Director Independence.

The general partner of the Partnership is AFCA 2 and the sole general partner of AFCA 2 is Greystone Manager.

The Greystone Manager Audit Committee is responsible for reviewing and approving any related party transactions. The Greystone Manager Audit Committee reviews the material facts of all interested transactions. Interested transactions are those transactions, arrangements, or relationships in which (i) the aggregate amount involved exceeds a pre-established dollar threshold, (ii) the Partnership is a participant, and (iii) an executive officer or Manager of the Partnership, a greater than 5% beneficial owner of the Partnership’s BUCs, an immediate family member of any of the foregoing, affiliates of the Partnership, entities for which the Partnership has an investment accounted for under the equity method, or trusts for the benefit of employees, has or will have an interest. In determining whether to approve or ratify an interested transaction, the Greystone Manager Audit Committee takes into account, among other factors, the benefits to the Partnership; whether the interested transaction is on terms no less favorable than terms generally available to an unaffiliated third-party under the same or similar circumstances and the extent of the related person’s interest in the transaction; whether the transaction is material to the Partnership; the approximate dollar value of the transaction as it relates to the related party; and the role the related party plays in arranging the transaction. The Partnership did not enter into any material financial transactions with any related party or immediate family member of a Manager or executive officer of the Partnership during 2023 and 2022, except as indicated below. If any such material financial transaction were contemplated, the terms of the transaction would be reviewed and approved by the Greystone Manager Audit Committee prior to the Partnership entering into such transaction.

For the identification of the members of the Board who are independent under the applicable SEC and NYSE requirements, see the disclosures in “Item 10. Directors, Executive Officers and Corporate Governance” of this report on Form 10-K.

Except as described in Note 23 to the Partnership’s consolidated financial statements filed in response to Item 8 of this report, the Partnership is not a party to any transaction or proposed transaction with AFCA 2, Greystone or with any person who is: (i) a manager or executive officer of Greystone or any general partner of AFCA 2; (ii) a nominee for election as a manager of Greystone Manager; (iii) an owner of more than five percent of the BUCs; or, (iv) a member of the immediate family of any of the foregoing persons. The disclosures set forth in Note 23 to the Partnership’s consolidated financial statements filed in response to Item 8 of this report are incorporated by reference herein

The Greystone Manager Audit Committee engaged PricewaterhouseCoopers LLP (“PwC”) as the independent registered public accounting firm for the Partnership for 2023.

The Audit Committee regularly reviews and determines whether any non-audit services provided by PwC potentially affects its independence with respect to the Partnership. The Audit Committee’s policy is to pre-approve all audit and permissible non-audit services provided by PwC. Pre-approval is generally provided by the Audit Committee for up to one year, is detailed as to the particular service or category of services to be rendered and is generally subject to a specific budget. The Audit Committee may also pre-approve additional services or specific engagements on a case-by-case basis. Management provides annual updates to the Audit Committee regarding the extent of any services provided in accordance with this pre-approval, as well as the cumulative fees for all non-audit

services incurred to date. During 2023, all services performed by PwC with respect to the Partnership were pre-approved by the Audit Committee in accordance with this policy.

The following table sets forth the aggregate fees billed by PwC with respect to audit and non-audit services for the Partnership during the years ended December 31, 2023 and 2022:

1. Financial Statements. The following financial statements of the Partnership are included in response to Item 8 of this Report:

Consolidated Statements of Operations for the years ended December 31, 2023 and 2022.

Consolidated Statements of Comprehensive Income for the years ended December 31, 2023 and 2022.

Consolidated Statements of Partners’ Capital for the years ended December 31, 2023 and 2022.

Consolidated Statements of Cash Flows for the years ended December 31, 2023 and 2022.

2. Financial Statement Schedules. The information required to be set forth in the financial statement schedules is included in the notes to consolidated financial statements of the Partnership filed in response to Item 8 of this Report.

3. Exhibits. The following exhibits are filed as required by Item 15(a)(3) of this Report. Exhibit numbers refer to the paragraph numbers under Item 601 of Regulation S-K:

The exhibits at Item 15(a)(3) above are filed pursuant to the requirements of Item 601 of Regulation S-K.

Schedule I – audited balance sheet of America First Capital Associates Limited Partnership Two, the general partner of the Partnership, as of December 31, 2023.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

Pursuant to the requirements of the Securities and Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

We have audited the balance sheet of America First Capital Associates Limited Partnership Two (the Company), which comprise the balance sheet as of December 31, 2023, and the related notes to the balance sheet.

In our opinion, the accompanying balance sheet presents fairly, in all material respects, the balance sheet of the Company as of December 31, 2023 in accordance with accounting principles generally accepted in the United States of America.

We conducted our audit in accordance with auditing standards generally accepted in the United States of America (GAAS). Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Balance Sheet section of our report. We are required to be independent of the Company and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Management is responsible for the preparation and fair presentation of the balance sheet in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of balance sheet that are free from material misstatement, whether due to fraud or error.

In preparing the balance sheet, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for one year after February 22, 2024.

Our objectives are to obtain reasonable assurance about whether the balance sheet as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the balance sheet.

We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audits, significant audit findings, and certain internal control–related matters that we identified during the audit.

America First Capital Associates Limited Partnership Two (the “Company”) was formed in 1985 under the Delaware Revised Uniform Limited Partnership Act. The Company is the sole general partner of Greystone Housing Impact Investors LP (the "Partnership"), a publicly traded limited partnership formed for the primary purpose of acquiring a portfolio of mortgage revenue bonds (“MRBs”) that are issued by state and local housing authorities to provide construction and/or permanent financing for affordable multifamily and student housing and commercial properties in their market areas. The Beneficial Unit Certificates of the Partnership trade on the New York Stock Exchange under the symbol “GHI.”

The Company has full, complete, and exclusive authority to manage and control the business affairs of the Partnership. The Company may be removed as the Partnership’s general partner if consented to by two-thirds of the limited partnership interests of the Partnership. The Partnership can be dissolved upon the consent of a majority of the limited partnership interests of the Partnership.

The Company’s sole general partner is Greystone AF Manager LLC, and its sole limited partner is Greystone AF Holdings LLC. Both Greystone AF Manager LLC and Greystone AF Holdings LLC are affiliates of Greystone & Co. II LLC.

The accompanying balance sheet is presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”).

The preparation of the balance sheet in conformity with GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the balance sheet. Actual results could differ significantly from those estimates.

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

The Company maintains its cash and cash equivalent balances at one financial institution. The balances insured by the Federal Deposit Insurance Corporation are equal to $250,000. From time to time, the Company’s cash and cash equivalent balances exceed $250,000. The Company does not anticipate any non-performance.

The Company's receivables include administrative fees receivable, distributions receivable from the Partnership, and placement fee receivable paid by a third party. Such receivables are recorded at the contractual amount. The Company assesses the need for an allowance for doubtful accounts for estimated losses inherent in its accounts receivable portfolio.

The general partnership interest in the Partnership is unregistered and non-transferrable. The Company analyzed the investment in the Partnership under the variable interest entity and voting interest rules and determined that the investment is an equity method investment. Investment in the Partnership is recorded at cost plus the Company’s share of the Partnership's cumulative income or losses, distributions, and unrealized gains and losses on available-for-sale securities.

On January 1, 2023, the Partnership adopted Accounting Standard Update (“ASU”) 2016-13, Financial Instruments-Credit Losses, and subsequent related amendments (“ASC 326”), which replaced the incurred loss methodology with an expected loss model known as the Current Expected Credit Loss (“CECL”) model. Upon adoption on January 1, 2023, the Partnership recorded a cumulative effect of accounting change of approximately $5.9 million as a direct reduction to Partners’ Capital. This resulted in a direct reduction in the Company's Investment in Partnership of approximately $59,000.

The Company is a limited partnership and a disregarded entity for tax purposes. The results of the Company’s operations are reported by the managing member of Greystone AF Manager, LLC and Greystone AF Holdings, LLC. Accordingly, the Company has made no provision for income taxes.

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under Accounting Standards Codification (“ASC”) Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented on the accompanying balance sheet, primarily due to their short-term nature.

In general, the Company is entitled to 1% of Net Interest Income of the Partnership pursuant to the terms of the Partnership’s Second Amended and Restated Agreement of Limited Partnership, dated as of December 5, 2022 (the “Partnership Agreement”). In addition, the Company is entitled to 25% of Net Interest Income representing contingent interest and Net Residual Proceeds up to a maximum amount equal to 0.9% per annum of the principal amount of investments held by the Partnership, as the case may be. The Company is also entitled to an administrative fee in an amount equal to 0.45% per annum of the average principal amount of the MRBs, Governmental Issuer Loans (“GILs”), taxable MRBs, taxable GILs, property loans, and other investments held by the Partnership. In general, the administrative fee is payable by the owners of the properties financed by MRBs and GILs held by the Partnership and is subordinate to the payment of all base interest on the Partnership’s MRBs and GILs. In addition, the Partnership Agreement provides that the Partnership will pay the administrative fee to the Company with respect to any foreclosed MRBs.

The Partnership will reimburse the Company and its affiliates for out-of-pocket costs related directly to the Partnership’s operations, including allocable portions of salaries and fringe benefits of employees of the Company or its affiliates. Notwithstanding the foregoing, the Partnership is not allowed to reimburse the Company or its affiliates for salaries or fringe benefits of any partner of the Company or the officers or board of managers of the Company’s general partner regardless of whether such persons provide services to the Partnership.

Under the Delaware LP Act and the terms of the Partnership Agreement, the Company will be liable to third parties for all general obligations of the Partnership to the extent not paid by the Partnership. However, the Partnership Agreement provides that the Company has no liability to the Partnership for any act or omission reasonably believed to be within the scope of authority conferred by the Partnership Agreement and in the best interest of the Partnership. The Partnership Agreement also provides that, except as otherwise expressly set forth in the Partnership Agreement, the Company does not owe any fiduciary duties to the limited partners and Beneficial Unit Certificate holders of the Partnership.

The Company does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s balance sheet.

Management evaluated transactions and events occurring subsequent to December 31, 2023 through February 22, 2024, noting no material transactions or events in the subsequent period requiring disclosure or recognition in the balance sheet.

As of December 31, 2023, the Company had administrative fees receivable of $509,107 and distributions receivable of $105,282 due from Greystone Housing Impact Investors LP. These amounts are included in “Related party accounts receivable” on the accompanying balance sheet.


Delaware	47-0810385
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

14301 FNB Parkway, Suite 211, Omaha, Nebraska	68154
(Address of principal executive offices)	(Zip Code)


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Beneficial Unit Certificates representing assignments of limited partnership interests in Greystone Housing Impact Investors LP	GHI	The New York Stock Exchange


	PART I

Item 1	Business	6
Item 1A	Risk Factors	17
Item 1B	Unresolved Staff Comments	36
Item 1C	Cybersecurity	36
Item 2	Properties	37
Item 3	Legal Proceedings	37
Item 4	Mine Safety Disclosures	37

	PART II

Item 5	Market for Registrant’s Common Equity, Related Security Holder Matters and Issuer Purchases of Equity Securities	38
Item 6	[Reserved]
Item 7	Management’s Discussion and Analysis of Financial Condition and Results of Operations	40
Item 7A	Quantitative and Qualitative Disclosures About Market Risk	74
Item 8	Financial Statements and Supplementary Data	78
Item 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	144
Item 9A	Controls and Procedures	144
Item 9B	Other Information	144
Item 9C	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	144

	PART III

Item 10	Directors, Executive Officers and Corporate Governance	145
Item 11	Executive Compensation	148
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Security Holder Matters	150
Item 13	Certain Relationships and Related Transactions, and Director Independence	151
Item 14	Principal Accountant Fees and Services	151

	PART IV

Item 15	Exhibits and Financial Statement Schedules	153
Item 16	Form 10-K Summary	158

SIGNATURES		159


	Total MRBs		Total Properties			Total Units		Total States		Aggregate Outstanding Principal		Outstanding Funding Commitments
MRB investments		85		73	(1)		11,819		15	$	884,664,326	$	148,829,966


Borrower Type	MRB Principal Outstanding		Percentage of all MRB Investments
LIHTC-associated borrowers	$	407,928,063		46	%
Non-profit borrowers		439,631,263		50	%
Non-LIHTC private activity bonds		37,105,000		4	%
Totals	$	884,664,326		100	%


☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


Large accelerated filer	☐	Accelerated filer	☐

Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐


	Total GILs		Total Properties		Total Units		Total States		Aggregate Outstanding Principal		Outstanding Funding Commitments
GIL investments		10		9		1,627		5	$	222,947,300	$	51,120,535


Investment Activity	#	Amount (in 000`s)		Retired Debt (in 000`s)		Tier 2 income (loss) allocable to the General Partner (in 000`s) (1)			Notes to the Partnership`s consolidated financial statements
For the Three Months Ended December 31, 2023
Mortgage revenue bond acquisition and advances	4	$	21,575	N/A		N/A			6
Mortgage revenue bond paydown	1		2,072	$	1,765	N/A			6
Governmental issuer loan acquisition and advances	4		7,000	N/A		N/A			7
Governmental issuer loan redemption	1		40,000		36,000	N/A			7
Property loan acquisitions and advances	5		18,252	N/A		N/A			8
Property loan redemption	1		13,387		12,030	N/A			8
Investments in unconsolidated entities	6		16,104	N/A		N/A			9
MF property sold	1		40,736		25,000	-			10
Taxable mortgage revenue bond advance	1		3,000	N/A		N/A			12

For the Three Months Ended September 30, 2023
Mortgage revenue bond advances	3	$	7,665	N/A		N/A			6
Mortgage revenue bond paydown	1		7,590	$	9,980	N/A			6
Governmental issuer loan acquisition and advances	5		22,573	N/A		N/A			7
Governmental issuer loan redemptions	3		70,636		61,459	N/A			7
Property loan advances	2		11,950	N/A		N/A			8
Property loan redemption and paydowns	3		39,921		35,655	N/A			8
Investments in unconsolidated entities	4		10,194	N/A		N/A			9
Taxable mortgage revenue bond advance	1		4,000	N/A		N/A			12
Taxable mortgage revenue bond redemption	1		7,000		5,770	N/A			12

For the Three Months Ended June 30, 2023
Mortgage revenue bond acquisitions and advance	6	$	51,150	N/A		N/A			6
Governmental issuer loan advances	4		20,402	N/A		N/A			7
Governmental issuer loan redemption	1		34,000	$	30,600	N/A			7
Property loan advances	3		9,608	N/A		N/A			8
Property loan redemption and paydowns	3		29,990		26,005	N/A			8
Investments in unconsolidated entities	2		3,744	N/A		N/A			9
Return of investment in unconsolidated entities upon sale	1		9,025	N/A		$	813		9
Taxable mortgage revenue bond acquisitions and advance	3		4,500	N/A		N/A			12
Taxable governmental issuer loan advance	1		2,573	N/A		N/A			12

For the Three Months Ended March 31, 2023
Mortgage revenue bond advances	6	$	60,547	N/A		N/A			6
Mortgage revenue bond redemptions	3		11,856	$	7,579	$	(1,428	)	6
Governmental issuer loan advances	4		17,377	N/A		N/A			7
Property loan advances	4		7,581	N/A		N/A			8
Property loan redemption and paydowns	3		18,316		15,700	N/A			8
Investments in unconsolidated entities	2		5,698	N/A		N/A			9
Return of investment in unconsolidated entities upon sale	2		12,283	N/A			3,843		9
Taxable mortgage revenue bond advances	2		1,805	N/A		N/A			12
Taxable governmental issuer loan advance	1		3,000	N/A		N/A			12

For the Three Months Ended December 31, 2022
Mortgage revenue bond advances	8	$	91,040	N/A		N/A			6
Mortgage revenue bond redemptions	2		6,029	N/A		N/A			6
Governmental issuer loan advances	6		18,955	N/A		N/A			7
Property loan advances	4		46,439	N/A		N/A			8
Investments in unconsolidated entities	2		10,912	N/A		N/A			9
MF property sold	1		29,033	$	24,229	N/A			10
Taxable mortgage revenue bond advances	3		2,980	N/A		N/A			12
Taxable governmental issuer loan advance	1		4,000	N/A		N/A			12

For the Three Months Ended September 30, 2022
Mortgage revenue bond advance	1	$	1,623	N/A		N/A			6
Mortgage revenue bond redemption and paydown	2		11,577	$	10,420	N/A			6
Governmental issuer loan advances	7		39,820	N/A		N/A			7
Property loan advances	6		22,742	N/A		N/A			8
Property loan redemptions	3		27,081	N/A		N/A			8
Investments in unconsolidated entities	2		2,524	N/A		N/A			9
Return of investment in unconsolidated entity upon sale	1		7,400	N/A		N/A			9
Taxable mortgage revenue bond advance	1		2,300	N/A		N/A			12
Taxable governmental issuer loan advances	3		3,000	N/A		N/A			12

For the Three Months Ended June 30, 2022
Mortgage revenue bond advances	3	$	20,307	N/A		N/A			6
Mortgage revenue bond redemption	1		7,100	$	7,100	N/A			6
Governmental issuer loan advances	5		39,806	N/A		N/A			7
Property loan advances	7		23,527	N/A		N/A			8
Investments in unconsolidated entities	4		7,824	N/A		N/A			9
Return of investment in unconsolidated entity upon sale	1		7,341	N/A		N/A			9
Taxable mortgage revenue bond advances	2		2,000	N/A		N/A			12

For the Three Months Ended March 31, 2022
Mortgage revenue bond advances	3	$	69,365	N/A		N/A			6
Mortgage revenue bond redemptions	4		70,479	$	45,109	N/A			6
Governmental issuer loan advances	6		16,882	N/A		N/A			7
Property loan advances	5		38,412	N/A		N/A			8
Property loan redemptions and principal paydowns	7		3,251	N/A		N/A			8
Investments in unconsolidated entities	5		12,777	N/A		N/A			9
Return of investment in unconsolidated entity upon sale	1		12,240	N/A		$	3,242		9
Taxable mortgage revenue bond advances	2		6,325	N/A		N/A			12


Financing, Derivative and Capital Activity	#		Amount (in 000`s)		Secured	Notes to the Partnership`s consolidated financial statements
For the Three Months Ended December 31, 2023
Net borrowing on Acquisition LOC		4	$	16,900	Yes	15
Proceeds from TOB trust financings		9		33,980	Yes	16
Proceeds from TEBS Residual Financing		1		61,500	Yes	16
Redemption of Secured Notes		1		102,318	Yes	16
Redemption of M24 TEBS financing		1		7,407	Yes	16
Return of restricted cash upon termination of total return swap		1		30,716	Yes	18
Interest rate swap executed		1		-	N/A	18
Redemption of Series A Preferred Units		1		10,000	N/A	20

For the Three Months Ended September 30, 2023
Net repayment on Acquisition LOC		3	$	6,000	Yes	15
Net borrowing on General LOC		1		10,000	Yes	15
Proceeds from TOB trust financings		12		41,520	Yes	16
Proceeds from mortgage payable		1		25,000	Yes	17
Interest rate swaps executed		3		-	N/A	18
Redemption of Series A Preferred Units		1		20,000	N/A	20

For the Three Months Ended June 30, 2023
Net borrowing on Acquisition LOC		5		6,000	Yes	15
Net activity on General LOC		2		-	Yes	15
Proceeds from TOB trust financings		11		68,391	Yes	16
Interest rate swaps executed		3		-	N/A	18
Issuance of Series A-1 Preferred Units		1		10,000	N/A	20

For the Three Months Ended March 31, 2023
Net repayment on Acquisition LOC		6	$	49,000	Yes	15
Proceeds from TOB trust financings		11		110,061	Yes	16
Interest rate swaps executed		3		-	N/A	18
Issuance of Series A-1 Preferred Units		1		8,000	N/A	20
Exchange of Series A Preferred Units for Series A-1 Preferred Units		1		7,000	N/A	20

For the Three Months Ended December 31, 2022
Net borrowing on Acquisition LOC		6	$	24,558	Yes	15
Proceeds from TOB trust financings		12		97,672	Yes	16
Interest rate swaps executed		3		-	N/A	18
Exchange of Series A Preferred Units for Series A-1 Preferred Units		1		10,000	N/A	20

For the Three Months Ended September 30, 2022
Net repayment on Acquisition LOC		4	$	8,512	Yes	15
Proceeds from TOB trust financings		5		45,145	Yes	16

For the Three Months Ended June 30, 2022
Net borrowing on Acquisition LOC		5	$	9,255	Yes	15
Proceeds from TOB trust financings		8		62,920	Yes	16
Repayment of TOB Financings		2		5,079	Yes	16
Exchange of Series A Preferred Units for Series A-1 Preferred Units		1		20,000	N/A	20

For the Three Months Ended March 31, 2022
Net repayment on Acquisition LOC		1	$	15,515	Yes	15
Proceeds from TOB trust financings		9		109,330	Yes	16
Unrestricted cash from total return swap		1		41,275	Yes	18
Interest rate swaps executed		2		-	N/A	18


Real Estate Assets as of December 31, 2023
Property Name	Location	Number of Units	Land and Land Improvements		Buildings and Improvements		Carrying Value
Vantage at San Marcos	San Marcos, TX	(1)		2,660,615		946,043		3,606,658
Land held for development		(2)		1,109,482		-		1,109,482
							$	4,716,140
Less accumulated depreciation								-
Real estate assets, net							$	4,716,140


	Number of shares to be issued upon exercise of outstanding options, warrants, and rights		Weighted-average price of outstanding options, warrants, and rights		Number of shares remaining available for future issuance under equity compensation plans (excluding shares reflected in column (a))
Plan Category	(a)		(b)		(c)
Equity compensation plans approved by Unitholders		95,600	$	-		401,595	(1)
Equity compensation plan not approved by Unitholders		-		-		-
Total		95,600	$	-		401,595

(1) Represents the BUCs which remain available for future issuance under the Amended and Restated Greystone Housing Impact Investors LP 2015 Equity Incentive Plan.


	For the Years Ended December 31,
	2023		Percentage of Total			2022			Percentage of Total
Total revenues
Affordable Multifamily MRB Investments	$	88,460		84.3	%	$	63,375			78.2	%
Seniors and Skilled Nursing MRB Investments		1,711		1.6	%		713			0.9	%
Market-Rate Joint Venture Investments		10,162		9.7	%		9,130			11.3	%
MF Properties		4,568		4.4	%		7,856			9.7	%
Total revenues	$	104,901				$	81,074

Net income (loss)
Affordable Multifamily MRB Investments	$	11,577		21.4	%	$	17,331			26.4	%
Seniors and Skilled Nursing MRB Investments		802		1.5	%		705			1.1	%
Market-Rate Joint Venture Investments		31,532		58.4	%		48,054			73.3	%
MF Properties		10,101		18.7	%		(528	)		-0.8	%
Net income	$	54,012				$	65,562


Asset Type	For the year ended December 31, 2023		For the year ended December 31, 2022
MRBs and taxable MRBs	$	51,050,000	$	160,404,500
GILs, taxable GILs and property loans		27,868,254		184,337,300
Total	$	78,918,254	$	344,741,800


	For the Years Ended December 31,
	2023								2022
	Average Balance		Interest Income/ Expense			Average Rates Earned/ Paid			Average Balance		Interest Income/ Expense			Average Rates Earned/ Paid
Interest-earning assets:
Mortgage revenue bonds	$	816,456	$	48,724			6.0	%	$	693,043	$	40,825			5.9	%	(1)
Governmental issuer loans		286,751		21,669			7.6	%		239,393		11,330			4.7	%
Property loans		148,116		11,568			7.8	%		109,524		8,874			8.1	%	(2)
Other investments		31,831		2,524			7.9	%		14,096		852			6.0	%
Total interest-earning assets	$	1,283,154	$	84,485			6.6	%	$	1,056,056	$	61,881			5.9	%
Other income				311								-
Non-investment income				3,664								1,494
Total revenues			$	88,460							$	63,375

Interest-bearing liabilities:
Lines of credit	$	9,977	$	598			6.0	%	$	21,604	$	883			4.1	%
Fixed TEBS financing		248,238		9,888			4.0	%		262,820		10,353			3.9	%
Fixed TEBS Residual financing		9,456		734			7.8	%		-		-		N/A
Variable TEBS financing		69,079		3,224			4.7	%		76,298		2,044			2.7	%
Variable Secured Notes (3)		88,311		8,050			9.1	%		102,885		5,717			5.6	%
Fixed Term TOB financing		12,797		251			2.0	%		12,895		255			2.0	%
Variable TOB financing		667,951		36,922			5.5	%		481,731		14,595			3.0	%
Realized gains on interest rate swaps, net	N/A			(5,809	)	N/A			N/A			(140	)	N/A
Total interest-bearing liabilities	$	1,105,809	$	53,858			4.9	%	$	958,233	$	33,707			3.5	%
Net interest spread (4)			$	30,627			2.4	%			$	28,174			2.7	%

Interest expense on interest-bearing liabilities excluding realized gains on derivatives, net				64,169								39,562
Amortization of deferred finance costs				1,944								2,078
Total interest expense			$	66,113							$	41,640


Year	Average Notional
2024	$	314,655,000
2025		258,976,631
2026		208,838,799
2027		158,878,799
2028		125,802,132
2029		103,872,299
2030		8,997,800


Description	- 25 basis points			+ 50 basis points			+ 100 basis points			+ 150 basis points			+ 200 basis points
TOB Debt Financings	$	1,121,527		$	(2,243,054	)	$	(4,486,107	)	$	(6,729,161	)	$	(8,972,215	)
TEBS Debt Financings		67,673			(135,347	)		(270,693	)		(406,040	)		(541,386	)
Other Financings & Derivatives		(697,003	)		1,394,006			2,788,011			4,182,017			5,576,022
Variable Rate Investments		(383,427	)		766,854			1,533,708			2,300,562			3,067,416
Net Interest Income Impact	$	108,770		$	(217,541	)	$	(435,081	)	$	(652,622	)	$	(870,163	)

Per BUC Impact (1)	$	0.005		$	(0.010	)	$	(0.019	)	$	(0.029	)	$	(0.038	)


	Number of Units at <=50% AMI		Number of Units at <=60% AMI		Number of Units at <=80% AMI		Total Number of Units		Affordable Units as % of Total Units			Number of Properties		Number of States	Reported Asset Value		Percentage of Total Partnership Assets
MRBs and taxable MRBs		1,830		6,629		9,621		10,950		88	%		70	12	$	843,765,547	56%
GILs, taxable GILs and related property loans		66		1,627		1,627		1,627		100	%		9	5		318,105,596	21%
Total		1,896		8,256		11,248		12,577		89	%		79		$	1,161,871,143	77%


	Number of Meetings	Attendance Percentage
Board of Managers	4	100%
Audit Committee	4	100%


	For the Years Ended December 31, 2023 vs. 2022
	Total Change			Average Volume $ Change			Average Rate $ Change
Interest-earning assets:
Mortgage revenue bonds	$	7,899		$	7,270		$	629		(1)
Governmental issuer loans		10,339			2,241			8,098
Property loans		2,694			3,127			(433	)	(2)
Other investments		1,672			1,072			600
Total interest-earning assets	$	22,604		$	13,710		$	8,894

Interest-bearing liabilities:
Lines of credit	$	(285	)	$	(475	)	$	190
Fixed TEBS financing		(465	)		(574	)		109
Fixed TEBS Residual financing		734			734			-
Variable TEBS financing		1,180			(193	)		1,373
Variable Secured Notes (3)		2,333			(810	)		3,143
Fixed Term TOB trust financing		(4	)		(2	)		(2	)
Variable TOB financing		22,327			5,642			16,685
Realized gains on interest rate swaps, net		(5,669	)	N/A				(5,669	)
Total interest-bearing liabilities	$	20,151		$	4,322		$	15,829
Net interest spread change	$	2,453		$	9,388		$	(6,935	)


		Number of Units as of December 31,		Physical Occupancy (1) as of December 31,						Economic Occupancy (2) for the year ended December 31,
Property Name	State	2023		2023			2022			2023			2022
MRB Multifamily Properties-Stabilized (3)
CCBA Senior Garden Apartments	CA		45		91	%		100	%		94	%		95	%
Courtyard	CA		108		98	%		100	%		98	%		96	%
Glenview Apartments	CA		88		92	%		97	%		84	%		86	%
Harden Ranch	CA		100		100	%		99	%		98	%		96	%
Harmony Court Bakersfield	CA		96		95	%		96	%		93	%		90	%
Harmony Terrace	CA		136		99	%		95	%		136	%		132	%
Las Palmas II	CA		81		100	%		99	%		98	%		98	%
Lutheran Gardens	CA		76		97	%		91	%		94	%		90	%
Montclair Apartments	CA		80		100	%		98	%		91	%		93	%
Montecito at Williams Ranch Apartments	CA		132		98	%		90	%		104	%		101	%
Montevista	CA		82		94	%		93	%		97	%		90	%
San Vicente	CA		50		100	%		98	%		90	%		88	%
Santa Fe Apartments	CA		89		100	%		93	%		96	%		91	%
Seasons at Simi Valley	CA		69		97	%		97	%		121	%		118	%
Seasons Lakewood	CA		85		99	%		100	%		109	%		102	%
Seasons San Juan Capistrano	CA		112		97	%		96	%		102	%		100	%
Solano Vista	CA		96		100	%		99	%		89	%		86	%
Summerhill	CA		128		93	%		98	%		93	%		90	%
Sycamore Walk	CA		112		95	%		96	%		93	%		84	%
The Village at Madera	CA		75		99	%		96	%		104	%		98	%
Tyler Park Townhomes	CA		88		99	%		100	%		98	%		98	%
Vineyard Gardens	CA		62		100	%		100	%		103	%		100	%
Westside Village Market	CA		81		98	%		99	%		95	%		91	%
Ocotillo Springs	CA		75		100	%		100	%		99	%		93	%
Brookstone	IL		168		98	%		97	%		100	%		100	%
Copper Gate Apartments	IN		129		96	%		98	%		97	%		101	%
Renaissance	LA		208		89	%		95	%		90	%		91	%
Live 929 Apartments	MD		575		67	%		91	%		78	%		78	%
Jackson Manor Apartments	MS		60		98	%		95	%		97	%		96	%
Silver Moon	NM		151		95	%		94	%		95	%		96	%
Village at Avalon	NM		240		99	%		96	%		98	%		96	%
Columbia Gardens	SC		188		89	%		90	%		100	%		99	%
Companion at Thornhill Apartments	SC		180		100	%		100	%		81	%		81	%
The Palms at Premier Park Apartments	SC		240		97	%		98	%		86	%		88	%
Village at River's Edge	SC		124		95	%		95	%		92	%		95	%
Willow Run	SC		200		85	%		89	%		102	%		100	%
Arbors at Hickory Ridge (4)	TN		348	n/a			n/a			n/a			n/a
Avistar at Copperfield	TX		192		95	%		100	%		89	%		86	%
Avistar at the Crest	TX		200		96	%		98	%		91	%		86	%
Avistar at the Oaks	TX		156		97	%		97	%		90	%		90	%
Avistar at the Parkway	TX		236		84	%		97	%		80	%		84	%
Avistar at Wilcrest	TX		88		94	%		90	%		83	%		77	%
Avistar at Wood Hollow	TX		409		92	%		97	%		88	%		88	%
Avistar in 09	TX		133		99	%		98	%		94	%		93	%
Avistar on the Boulevard	TX		344		90	%		93	%		82	%		84	%
Avistar on the Hills	TX		129		96	%		96	%		87	%		84	%
Bruton Apartments	TX		264		81	%		84	%		49	%		63	%
Concord at Gulfgate	TX		288		93	%		90	%		80	%		85	%
Concord at Little York	TX		276		88	%		90	%		76	%		75	%
Concord at Williamcrest	TX		288		95	%		92	%		86	%		82	%
Crossing at 1415	TX		112		95	%		96	%		85	%		87	%
Decatur Angle	TX		302		88	%		86	%		69	%		68	%
Esperanza at Palo Alto	TX		322		88	%		86	%		74	%		75	%
Heights at 515	TX		96		92	%		93	%		86	%		89	%
Heritage Square	TX		204		95	%		97	%		87	%		84	%
Oaks at Georgetown	TX		192		94	%		97	%		91	%		91	%
Runnymede	TX		252		99	%		99	%		91	%		96	%
Southpark	TX		192		90	%		96	%		82	%		90	%
15 West Apartments	WA		120		100	%		99	%		98	%		99	%
			9,752		92.2	%		94.5	%		87.7	%		87.8	%


Preferred Unit Series	Initial Registration Effectiveness Date	Expiration Date	Unit Offering Price		Distribution Rate	Optional Redemption Date	Units Issued as of December 31, 2023		Remaining Units Available to Issue as of December 31, 2023
Series A-1	September 2021	September 2024	$	10.00	3.00%	Sixth anniversary		1,800,000		1,700,000	(1)
Series B	September 2021	September 2024		10.00	5.75%	Sixth anniversary		-		10,000,000	(2)
Total								1,800,000		11,700,000


							Projected Funding by Year (1)
Property Name	Commitment Date	Asset Maturity Date	Total Initial Commitment		Remaining Commitment as of December 31, 2023		2024		2025		Interest Rate (2)	Related Debt Financing (3)
Mortgage Revenue Bonds
Meadow Valley	December 2021	December 2029	$	44,000,000	$	23,245,000	$	17,400,000	$	5,845,000	6.25%	Variable TOB
Residency at the Entrepreneur- Series J-3	April 2022	March 2040		26,080,000		13,780,000		13,780,000		-	6.00%	Variable TOB
Residency at the Entrepreneur- Series J-4	April 2022	March 2040		16,420,000		16,420,000		16,420,000		-	SOFR + 3.60% (4)	Variable TOB
Residency at the Entrepreneur- Series J-5	February 2023	April 2025 (5)		5,000,000		4,000,000		3,300,000		700,000	SOFR + 3.60%	Variable TOB (6)
Residency at Empire - Series BB-3	December 2022	December 2040		14,000,000		8,945,000		8,945,000		-	6.45% (7)	Variable TOB
Residency at Empire - Series BB-4	December 2022	December 2040		47,000,000		47,000,000		29,755,000		17,245,000	6.45% (8)	(9)
The Safford	October 2023	October 2026 (5)		43,000,000		35,439,966		35,439,966		-	7.59%	Variable TOB
Subtotal				195,500,000		148,829,966		125,039,966		23,790,000

Taxable Mortgage Revenue Bonds
Residency at the Mayer Series A-T	October 2021	October 2024	$	12,500,000	$	1,000,000	$	1,000,000	$	-	SOFR + 3.70%	Variable TOB
Residency at the Entrepreneur Series J-T	April 2022	April 2025 (5)		8,000,000		7,000,000		-		7,000,000	SOFR + 3.65%	Variable TOB (6)
Residency at Empire - Series BB-T	December 2022	December 2025 (5)		9,404,500		8,404,500		-		8,404,500	7.45%	Variable TOB (6)
Village at Hanford Square - Series H-T	May 2023	May 2030		10,400,000		9,400,000		9,400,000		-	7.25%	Variable TOB (6)
40rty on Colony - Series P-T	June 2023	June 2030		5,950,000		4,950,000		4,395,000		555,000	7.45%	Variable TOB (6)
Subtotal				46,254,500		30,754,500		14,795,000		15,959,500

Governmental Issuer Loans
Poppy Grove I	September 2022	April 2025 (5)	$	35,688,328	$	15,842,328	$	15,842,328	$	-	6.78%	Variable TOB
Poppy Grove II	September 2022	April 2025 (5)		22,250,000		12,708,700		12,708,700		-	6.78%	Variable TOB
Poppy Grove III	September 2022	April 2025 (5)		39,119,507		22,569,507		22,569,507		-	6.78%	Variable TOB
Subtotal				97,057,835		51,120,535		51,120,535		-

Taxable Governmental Issuer Loans
Poppy Grove I	September 2022	April 2025 (5)	$	21,157,672	$	20,157,672	$	20,157,672	$	-	6.78%	Variable TOB
Poppy Grove II	September 2022	April 2025 (5)		10,941,300		9,941,300		9,941,300		-	6.78%	Variable TOB
Poppy Grove III	September 2022	April 2025 (5)		24,480,493		23,480,493		19,980,493		3,500,000	6.78%	Variable TOB
Subtotal				56,579,465		53,579,465		50,079,465		3,500,000

Property Loans
Osprey Village	July 2021	August 2024 (5)	$	25,500,000	$	10,501,704	$	10,501,704	$	-	SOFR + 3.07%	Variable TOB
Willow Place Apartments	September 2021	October 2024 (5)		21,351,328		2,475,722		2,475,722		-	SOFR + 3.30%	Variable TOB
Sandy Creek Apartments	August 2023	September 2026 (5)		7,830,000		5,410,124		5,410,124		-	8.63% (10)	Variable TOB (6)
Willow Place Apartments Supplemental	November 2023	October 2024 (5)		1,838,254		1,499,254		1,499,254		-	SOFR + 3.45%	(9)
Subtotal				56,519,582		19,886,804		19,886,804		-

Equity Investments
Vantage at San Marcos (11), (12)	November 2020	N/A	$	9,914,529	$	8,943,914	$	8,943,914	$	-	N/A	N/A
Vantage at Loveland (13)	April 2021	N/A		18,215,000		1,065,061		1,065,061		-	N/A	N/A
Freestone Greeley (12)	October 2022	N/A		16,035,710		11,137,993		11,137,993		-	N/A	N/A
The Jessam at Hays Farm	July 2023	N/A		16,532,636		9,153,867		9,153,867		-	N/A	N/A
Freestone Greenville (12)	December 2023	N/A		19,934,456		14,597,244		14,597,244		-	N/A	N/A
Freestone Ladera (12)	December 2023	N/A		17,097,624		13,449,494		13,449,494		-	N/A	N/A
Subtotal				97,729,955		58,347,573		58,347,573		-

Bond Purchase Commitments
Anaheim & Walnut	September 2021	Q3 2024 (14)	$	3,900,000	$	3,900,000	$	3,900,000	$	-	4.85%	N/A
Subtotal				3,900,000		3,900,000		3,900,000		-

Total Commitments			$	553,541,337	$	366,418,843	$	323,169,343	$	43,249,500


		December 31, 2023					December 31, 2022
Securitized Assets - Fixed or Variable Interest Rates	Related Debt Financing - Fixed or Variable Interest Rates	Outstanding Principal		% of Total Debt Financing			Outstanding Principal		% of Total Debt Financing
Fixed	Fixed	$	313,675,048		30.8	%	$	262,973,604		24.8	%
Variable (1)	Variable (1)		243,067,000		23.9	%		402,811,000		37.9	%
Fixed	Variable		35,946,824		3.5	%		165,628,934		15.6	%
Fixed	Variable - Hedged (2)		425,371,000		41.8	%		230,092,856		21.7	%
Total		$	1,018,059,872				$	1,061,506,394


	Secured Lines of Credit		Debt Financing		Mortgages Payable		Total
2024	$	16,900,000	$	317,300,331	$	1,690,000	$	335,890,331
2025		16,500,000		213,231,784		-		229,731,784
2026		-		137,165,526		-		137,165,526
2027		-		88,763,220		-		88,763,220
2028		-		4,518,577		-		4,518,577
Thereafter		-		257,080,434		-		257,080,434
Total	$	33,400,000	$	1,018,059,872	$	1,690,000	$	1,053,149,872


Description	Estimated Fair Value (in 000's)		Range of Effective Yields used in Valuation		Range of Effective Yields if 10% Adverse Applied				Additional Unrealized Losses with 10% Adverse Change (in 000's)
Mortgage Revenue Bonds (1)	$	930,675	2.3%	- 7.7%		2.5	%	-8.5%	$	23,890


	December 31, 2023			December 31, 2022
Assets:
Cash and cash equivalents	$	37,918,237		$	51,188,416
Restricted cash		9,815,909			41,448,840
Interest receivable, net		8,265,901			11,628,173
Mortgage revenue bonds held in trust, at fair value (Note 6)		883,030,786			763,208,945
Mortgage revenue bonds, at fair value (Note 6)		47,644,509			36,199,059
Governmental issuer loans
Governmental issuer loans held in trust (Note 7)		222,947,300			300,230,435
Allowance for credit losses (Note 13)		(1,294,000	)		-
Governmental issuer loans, net		221,653,300			300,230,435
Property loans
Property loans (Note 8)		122,556,204			175,604,711
Allowance for credit losses (Note 13)		(2,048,000	)		(495,000	)
Property loans, net		120,508,204			175,109,711
Investments in unconsolidated entities (Note 9)		136,653,246			115,790,841
Real estate assets, net (Note 10)		4,716,140			36,550,478
Other assets (Note 12)		43,194,470			35,774,667
Total Assets	$	1,513,400,702		$	1,567,129,565

Liabilities:
Accounts payable, accrued expenses and other liabilities (Note 14)	$	22,958,088		$	21,733,506
Distribution payable		8,584,292			10,899,677
Secured lines of credit (Note 15)		33,400,000			55,500,000
Debt financing, net (Note 16)		1,015,030,066			1,058,903,952
Mortgages payable, net (Note 17)		1,690,000			1,690,000
Total Liabilities		1,081,662,446			1,148,727,135

Commitments and Contingencies (Note 19)

Redeemable Preferred Units, $82.5 million redemption value, 8.3 million issued and outstanding, net (Note 20)		82,431,548			94,446,913

Partnersʼ Capital:
General Partner (Note 1)		543,977			285,571
Beneficial Unit Certificates ("BUCs," Note 1)		348,762,731			323,669,946
Total Partnersʼ Capital		349,306,708			323,955,517
Total Liabilities and Partnersʼ Capital	$	1,513,400,702		$	1,567,129,565


	General Partner			# of BUCs - Restricted and Unrestricted				BUCs - Restricted and Unrestricted			Total			Accumulated Other Comprehensive Income (Loss)
Balance as of January 1, 2022	$	765,550			22,846,803		*	$	371,646,477		$	372,412,027		$	114,040,260
Distributions paid or accrued ($1.687 per BUC):*
Regular distribution		(21,277	)		-				(2,106,457	)		(2,127,734	)		-
Distribution of Tier 2 income (Note 3)		(3,242,365	)		-				(9,727,094	)		(12,969,459	)		-
Distribution of Tier 3 income (Note 3)		-			-				(26,835,826	)		(26,835,826	)		-
Cash paid in lieu of fractional BUCs		-			-				(2,506	)		(2,506	)
Net income allocable to Partners		3,471,267			-				59,224,274			62,695,541			-
Rounding of BUCs upon Reverse Unit Split		-			1,173		*		-			-			-
Restricted units awarded		-			96,321		*		-			-			-
Restricted units forfeited		-			(5,437	)	*		-			-			-
Restricted unit compensation expense		15,316			-				1,516,306			1,531,622			-
BUCs surrendered to pay tax withholding on vested restricted units		-			(22,540	)	*		(456,127	)		(456,127	)		-
Unrealized losses on securities		(694,265	)		-				(68,732,281	)		(69,426,546	)		(69,426,546	)
Unrealized gains on bond purchase commitments		(8,655	)		-				(856,820	)		(865,475	)		(865,475	)
Balance as of December 31, 2022		285,571			22,916,320		*		323,669,946			323,955,517			43,748,239
Cumulative effect of accounting change (Note 2)		(59,490	)		-				(5,889,510	)		(5,949,000	)		-
Distributions paid or accrued ($1.466 per BUC):**
Regular distribution		(202,107	)		-				(20,008,590	)		(20,210,697	)		-
Distribution of Tier 2 income (Note 3)		(3,248,148	)		-				(9,744,443	)		(12,992,591	)		-
Distribution of Tier 3 income (Note 3)		-			-				(4,020,578	)		(4,020,578	)		-
Cash paid in lieu of fractional BUCs		-			-				(6,202	)		(6,202	)		-
Net income allocable to Partners		3,589,447			-				47,553,671			51,143,118			-
Rounding of BUCs related to BUCs Distributions		-			(376	)	**		-			-			-
Restricted units awarded		-			105,274		**		-			-			-
Restricted unit compensation expense		20,137			-				1,993,599			2,013,736			-
BUCs surrendered to pay tax withholding on vested restricted units		-			(28,431	)	**		(483,255	)		(483,255	)		-
Unrealized gains on securities		157,578			-				15,600,223			15,757,801			15,757,801
Unrealized losses on bond purchase commitments		989			-				97,870			98,859			98,859
Balance as of December 31, 2023	$	543,977			22,992,787		**	$	348,762,731		$	349,306,708		$	59,604,899


	Maximum Exposure to Loss of Non-consolidated VIEs
	December 31, 2023		December 31, 2022
Mortgage revenue bonds	$	98,336,213	$	71,629,581
Taxable mortgage revenue bonds		13,520,631		3,044,829
Governmental issuer loans		202,547,300		300,230,435
Taxable governmental issuer loans		13,573,000		8,000,000
Property loans		107,511,750		169,002,497
Investments in unconsolidated entities		136,653,246		115,790,841
	$	572,142,140	$	667,698,183


Property Name	Month Redeemed	Principal Proceeds
Oasis at Twin Lakes	June 2023	$	34,000,000
Hope on Broadway	July 2023		13,105,623
Hilltop at Signal Hills	August 2023		24,450,000
Centennial Crossings	September 2023		33,080,000
Scharbauer Flats Apartments	November 2023		40,000,000
		$	144,635,623


	December 31, 2023
	Outstanding Balance		Asset-Specific Allowance for Credit Losses			Property Loan Principal, net of allowance		Maturity Date	Interest Rate
Senior Construction Financing (1)
Legacy Commons at Signal Hills	$	32,233,972	$	-		$	32,233,972	2/1/2024	SOFR + 3.07%
Magnolia Heights		8,118,546		-			8,118,546	7/1/2024	SOFR + 3.85%
Osprey Village		14,998,296		-			14,998,296	8/1/2024	SOFR + 3.07%
Osprey Village Supplemental		4,600,000		-			4,600,000	8/1/2024	SOFR + 3.22%
Sandy Creek Apartments		2,419,876		-			2,419,876	9/1/2026	8.63% (2)
Willow Place Apartments		18,875,606		-			18,875,606	10/1/2024	SOFR + 3.30%
Willow Place Apartments Supplemental		339,000		-			339,000	10/1/2024	SOFR + 3.45%
Subtotal		81,585,296		-			81,585,296

Mezzanine Financing (3)
SoLa Impact Opportunity Zone Fund	$	34,045,000	$	-		$	34,045,000	12/30/2024	7.875%

Other
The 50/50 MF Property	$	5,977,314	$	-		$	5,977,314	3/11/2048	9.00%
Avistar (February 2013 portfolio)		201,972		-			201,972	6/26/2024	12.00%
Avistar (June 2013 portfolio)		251,622		-			251,622	6/26/2024	12.00%
Live 929 Apartments		495,000		(495,000	)		-	7/31/2049	8.00%
Subtotal		6,925,908		(495,000	)		6,430,908

Total	$	122,556,204	$	(495,000	)	$	122,061,204


Property Name	Month Repaid	Principal Proceeds
Greens Property	February 2023	$	850,000
Scharbauer Flats	February 2023		10,773,236
Centennial Crossings	March 2023		6,692,344
SoLa Impact Opportunity Zone Fund	May 2023		3,790,000
Magnolia Heights	June 2023		2,181,454
Oasis at Twin Lakes	June 2023		24,018,657
SoLa Impact Opportunity Zone Fund	August 2023		1,165,000
Hilltop at Signal Hills	August 2023		21,197,939
Centennial Crossings	September 2023		17,557,656
Scharbauer Flats	November 2023		13,386,764
		$	101,613,050


	December 31, 2023			December 31, 2022
Deferred financing costs, net	$	850,726		$	964,266
Derivative instruments at fair value (Note 18)		5,254,663			7,530,438
Taxable mortgage revenue bonds, at fair value		21,460,288			16,531,896
Taxable governmental issuer loans:
Taxable governmental issuer loans		13,573,000			8,000,000
Allowance for credit losses (Note 13)		(77,000	)		-
Taxable governmental issuer loans, net		13,496,000			8,000,000
Bond purchase commitment, at fair value (Note 19)		197,788			98,929
Other assets		1,935,005			2,649,138
Total other assets	$	43,194,470		$	35,774,667


Property Name	Date Committed	Maturity Date	Initial Principal Funding		Total Commitment
Taxable MRBs
Live 929 Apartments - Series 2022B	January 2022	1/1/2029	$	3,625,000	$	3,625,000
Residency at the Entrepreneur - Series J-T (1)	April 2022	4/1/2025		1,000,000		13,000,000
Park at Sondrio - Series 2022B	December 2022	1/1/2030		1,100,000		1,100,000
Park at Vietti - Series 2022B	December 2022	1/1/2030		880,000		880,000
Residency at Empire - Series BB-T (1)	December 2022	12/1/2025		1,000,000		9,404,500
Subtotal					$	28,009,500

Taxable GILs
Poppy Grove I (1)	September 2022	4/1/2025	$	1,000,000	$	21,157,672
Poppy Grove II (1)	September 2022	4/1/2025		1,000,000		10,941,300
Poppy Grove III (1)	September 2022	4/1/2025		1,000,000		24,480,493
Subtotal					$	56,579,465


	For the Years Ended December 31, 2023
	Governmental Issuer Loans			Taxable Governmental Issuer Loans			Property Loans			Unfunded Commitments			Total
Balance, beginning of period		-			-		$	495,000			-			495,000
Cumulative-effect adjustment upon adoption	$	2,145,000		$	79,000			2,108,000		$	1,617,000		$	5,949,000
Current provision for credit losses		(851,000	)		(2,000	)		(555,000	)		(939,000	)		(2,347,000	)
Balance, end of period	$	1,294,000		$	77,000		$	2,048,000		$	678,000		$	4,097,000


	December 31, 2023		December 31, 2022
Accounts payable	$	1,518,267	$	1,244,918
Accrued expenses		4,104,945		4,888,438
Accrued interest expense		7,935,327		7,186,021
Deferred gain on sale of MF Property		6,596,622		6,596,622
Reserve for credit losses on unfunded commitments (Note 13)		678,000		-
Derivative instruments at fair value (Note 18)		705,694		-
Other liabilities		1,419,233		1,817,507
Total accounts payable, accrued expenses and other liabilities	$	22,958,088	$	21,733,506


Secured Lines of Credit	Outstanding as of December 31, 2023		Total Commitment		Commitment Maturity	Variable / Fixed	Reset Frequency	Period End Rate
BankUnited General LOC	$	16,500,000	$	40,000,000	June 2025 (1)	Variable (2)	Monthly		8.85	%
Bankers Trust Acquisition LOC		16,900,000		50,000,000	June 2024 (3)	Variable (4)	Monthly		7.85	%
	$	33,400,000	$	90,000,000