1. A MuniMae Company General Partner Changes During the Compliance Period: The Investor and Sellers View Presented By Michael H. Gladstone, Esq. November 20, 2008, Inc.

2. 2 Two Categories 1.Defensive 2.Market

3. 3 Defensive---Problems with the Property or General Partner Investor Exercises or Threatens to Exercise Removal Right Protect Tax Credits and Asset As Syndicator we dont want to be GP

4. 4 Market Transaction 15 Years is a long time (LIHTC rules mandate GP sale & not property sale) Change in Business or Focus Take Advantage of Strong Market New GP may be able to mine additional opportunities (PM, Dev) As Syndicator we dont want to be a Long Term GP

5. 5 What is the Syndicator Looking For? Our Primary Concern is the Tax Credits Experience and Reputation (local?) No more 3 A.M. Calls Financial Resources Commitment (Guarantees) Reliability to Close Special Needs (Non-Profit, PM, Construction, Turnaround)

6. 6 What Else is the Syndicator Looking For? Opportunity (Tag Along?; bulk up GP Interest) Exit Strategy –New World –Waterfall Fix Tax Issues Leverage Issues (new debt) Reimburse Costs Capital Needs? Strengthen Removal Rights (test drive)

7. 7 Other Considerations Lender Approvals –Environmental –Key Principal State Agency

8. 8 Remember: Get to Us Early in the Process