MMA Financial, LLC A MuniMae Company

1. MMA Financial, LLCA MuniMae Company Workouts Presented By Michael H. Gladstone, Esq. IPED – Boston, MA. November 21, 2008

2. MMA’s experience: We have not had much trouble as a matter of our total portfolio • Approximately 2,000 LIHTC properties (+400 GPs) in our Asset Management portfolio • Began with LIHTC in 1987 • 3-5% of portfolio in some level of work-out at any point in time • Approximately 10% of properties go through work-out at some point

3. Causes of problems • Primary causes • Issues with developer/GP 91% • Property management 61% • Secondary causes • Deal structure 39% • Market issues 25% • Design/construction 23% • A very small number of developers have caused the bulk of our problems

4. Red Flags • Questions concerning integrity • Fixing a bad deal with a new deal • Liquidity issues • Risky business plan • Inexperienced developers and property managers • Soft market

5. Primary focus • Asset preservation and risk mitigation • Tax credits • Physical asset BUT THE WORLD HAS CHANGED IN 2008 -- What are investors need or desire for tax credits?

6. What Do We Do? * Understand the new objectives of our investors • Assess situation • Stabilize • Design and implement strategy

7. (VI) Assess situation by considering the following factors: • Local General Partner financial strength, reputation and our other deal experience with them • Condition and age of property • Market • Year in tax credit cycle • Importance of property to fund yield, amount of Fund’s reserves vs. objective, overall health of Fund and, most importantly, what do our investors want? • Financial analysis of property

8. (VI) Assess situation by considering the following factors (continued): • Legal structure and our rights, withheld capital, General Partner’s funding and other obligations • Valuation – possibly obtain appraisal or other 3rd party report • Review debt • Review property management • Is property a market conversion candidate? • Consult with stakeholders, including Asset Management, Fund Management (and/or investors), General Partner, Lenders, Regulators, Property Manager

9. (VI) Assess situation by considering the following factors (continued): • Consult with advisors, including legal, tax, market valuation, physical conditions • Special fund considerations, including guaranteed funds and special needs • Special debt considerations-is MMA debt involved?

10. (VII) Stabilize – Stop the Bleeding • Replace Property Manager • Replace General Partner • More hands on role in day-to-day management • Contact the lender—with the problems in the markets there may be a new interest by lenders to deal

11. (VIII) Design and Implement Workout Plan Given the different types of issues that we confront, this could mean many things, including: • Refinancing/Restructuring (lenders are now listening) • Enforce Investor Rights • Motivate GP to contribute/do more • Replace Management Agent • Raise/Contribute Capital • Remove and Replace GP • Resolve Compliance Issues • Resolve Tax Issues • Sell Property (easier without bonding requirements)

12. Sell Property • Is property key to fund yield? (and do investors care about yield?) • Reduce risk by selling • New capital • New management • Indemnities • Buyer is more important than price