1. Never Say Never Again – Bonds are Back! Texas Housing Conference July 28-30, 2014 Hilton Hotel Austin, TX

2. Presenters Mahesh Aiyer, Community Bank of Texas Sean Cullen, RBC Capital Markets Nicole Flores, City Real Estate Advisors David Danenfelzer, TSAHC Ken Overshiner, JP Morgan Chase Cody Wilson, Merchant Capital, LLC

3. Never Say Never Again – Bonds are Back Current Market Update and Financing Observations Texas Housing Conference Tuesday, July 29, 2014 Hilton Hotel Austin, Texas Cody N. Wilson Merchant Capital, LLC cody.wilson@merchantcapital.com Tel: (334) 834-5100

4. Rates have trended lower over the past year. ■ After peaking in fall 2013, tax-exempt rates have trended lower. 2014 Texas Housing Conference 4 Historical Performance of 30-year MMD 1,2 Source: Bloomberg. 1.Reflects market conditions as of July 18, 2014 2.Thomson Reuters Municipal Market Data (MMD) AAA curve is a proprietary yield curve that provides the offer-side of AAA rated state general obligation bonds After peaking in September 2013, the 30-year MMD is down 119 basis points

5. Despite the recent back-up yields, rates remain below historical levels. ■ Both taxable and tax-exempt rates remain well below historical averages. 2014 Texas Housing Conference 5 Historical Performance of 10-Year UST versus 30-year MMD 1,2 Source: Bloomberg. 1.Reflects market conditions as of July 18, 2014 2.Thomson Reuters Municipal Market Data (MMD) AAA curve is a proprietary yield curve that provides the offer-side of AAA rated state general obligation bonds

6. Outlook for Interest Rates 2014 Texas Housing Conference 6 ■ The Fed is winding down “QE” — The Fed is currently “tapering” $10 billion per meeting ■ Municipal yields have outperformed this year. Are we due for a correction? ■ New issue supply remains low, but has spiked in recent weeks ■ Risk of tax reform Market Headwinds ■ Positive municipal market technicals — Supply/demand mismatch ■ Economic data remains weak ■ Elevated redemptions — June, July and August are heaviest months for interest payments/maturities ■ Inflation running below Fed’s mandate Market Support OUTLOOK FOR INTEREST RATES

7. Short-term Cash Collateralized Bonds /Taxable Loan or Mortgage 2014 Texas Housing Conference 7 ■ The following sets forth the typical structure on these executions. SHORT-TERM BOND EXECUTION Bond Proceeds Bonds Bond Proceeds Loan Proceeds Construction Draw Interest due on Bonds Project Costs Source: Bloomberg. 1.At closing, the Developer will need to deposit the interest due on the Bonds through the Mandatory Tender Date or Final Maturity Date 2.You can use also use FHA-Insured Mortgage, Fannie, Freddie and USDA enhanced loans The Project Fund and Collateral Fund will always equal the par amount of the Bonds. A draw from the Project Fund must be accompanied by depositing the same amount in the Collateral Fund. After the Project is placed in service, the Bonds will be retired with proceeds from the Collateral Fund. Negative Arbitrage Account 1 Housing Project Developer Bond Investor Trustee Lender Underwriter Collateral FundProject Fund TAXABLE LOAN/MORTGAGE 2

8. The short-term bonds can be structured in a variety of ways. ■ The short-term bonds (the “Bonds”) can be structured in a variety of ways, including: — Direct placement (commercial banks) — Public sale (mainly money market funds) ■ Based on the steep yield curve, we typically structure the Bonds with a two-year final maturity (or longer if needed) with a one-year mandatory tender. The one-year mandatory tender allows the Bonds to be marketed as money market eligible 1. 2014 Texas Housing Conference 8 Notes: 1Rule 2a-7 restricts the quality, maturity and diversity of investments held by money market funds. Under Rule 2a-7, a money market fund must invest in the highest rated debt, which matures in under 13 months 2Assumes a construction timeframe of at least 12 months. Reflects market conditions as of July 18, 2014 HYPOTHETICAL ILLUSTRATION 2 On or before the Mandatory Tender Date, the Remarketing Agent will remarket the Bonds with a new interest rate and a final maturity of July 1, 2016, subject to optional redemption. The interest rate will not be known until the Mandatory Tender Date. July 1, 2014 Bond Closing Date July 1, 2015 Mandatory Tender Date July 1, 2016 Final Bond Maturity Date 0.35%_____% ?

9. Standard & Poor’s Unenhanced Bond Program ■ Underwriting assumptions include: — 1.20x DSC constraint (HAP); 1.40x DSC constraint (non-HAP) — Vacancy loss assumptions based on historical trends — Occupancy capped at 95% (family) — Occupancy capped at 97% (senior) — Operating expense savings accepted, but must be validated — Repair and replacement reserves based on PNA — Emphasis placed on Sponsor and Property Manager experience ■ Financing observations include: — No credit enhancement or mortgage insurance — 35-year interest rate ~ 5.75% — 35-year amortization with 10-year par call — 75-90 days for closing — 100% debt financing — Non-recourse — Bonds priced off the MMD index 1 2014 Texas Housing Conference 9 Source: Standard & Poor’s 1.Thomson Reuters Municipal Market Data (MMD) AAA curve is a proprietary yield curve that provides the offer-side of AAA rated state general obligation bonds

10. Case Study – Ralston Apartments 2014 Texas Housing Conference 10 ■ Set forth below is a summary of Ralston Apartments bond financing. TRANSACTION SUMMARY Property Information ■ Senior section-8 property in Columbus, Georgia ■ 269 units ■ 95% occupied ■ HAP expires October 1, 2033 Financing Observations ■ 100% debt financing / no committed equity financing ■ $300 repair and replacement reserves ■ Debt service reserve fund sized at 6-months debt service (principal + interest) ■ $1,394 rehab per unit ■ 92% LTV ■ 1.20x DSC constraint (proforma DSC is 1.25x) ■ 35-year amortization ■ 35-year blended rate was 5.64% ■ The tax-exempt bonds were priced in three separate terms: — Term 2025$1,275,0004.00%@ 97 — Term 2036$2,580,0005.00%@97 — Term 2049$5,765,0005.50%@97 ■ The taxable bonds consisted of one term: — Term 2017$245,0004.25%@99