ATLANTIC HOUSING FOUNDATION INC
4770 Iberia Avenue Suite 100, Dallas, TX 75207 www.atlantichousing.org

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Organizations Filed Purposes: To foster, support, provide, acquire, construct, rehabilitate and operate qualified affordable housing for low-income persons and families, elderly, and mentally or physically disabled persons where no adequate housing exists for such persons. Provide aid to the poor and distressed, provide decent, safe and sanitary housing, provide social services to low income persons and families, assist in the social and economic integration of the poor, combat community deterioration, lessen neighborhood tensions, eliminate prejudice and discrimination, and reduce the burden of government through the provision of affordable housing.In order to further assist the communities the Foundation serves or will serve, the board amended the Articles of Incorporation to include the charitable purpose of providing student housing as part of its charitable purposes, and filed the amended articles with the IRS and the South Carolina Secretary of State as of April 24, 2004. The board of directors concluded that

During 2001 the Foundation acquired two low-income multi-family rental housing projects located in Columbia, South Carolina. Ashton at Long Creek Apartments consists of 220 units and Stoney Creek Apartments consists of 196 units. During 2001 the Foundation also acquired a low-income multi-family project in Ft. Worth, Texas known as Manitoba Apartments (265 units). Manitoba Apartments was sold during 2019.During 2002 the Foundation acquired a low-income multi-family project in Ft. Worth, Texas known as Quail Ridge Apartments (296 units), a HUD insured low-income multi-family project in San Antonio, Texas known as The Waters at Elm Creek Apartments (200 units) and a HUD insured low-income multi-family project in Austin, Texas known as The Waters at Bluff Springs Apartments (300 units).During 2003 the Foundation acquired fourteen (14) low-income multi-family projectsknown as Villas at Sonterra (156 units) in San Antonio, Texas, Silverleaf Villas (176 units - HUD regulated) in Ft. Worth, Texas, Arbors at Denton (191 units of student housing)in Denton, Texas, Arbors at Sam Houston (228 units of student housing) in Huntsville, Texas, Arbors at Sam Houston II (192 units of student housing) in Huntsville, Texas, Westfield Apartments (136 units of student housing) in San Marcos, Texas, Arrowood Apartments (304 units) in Houston, Texas, Waterchase Apartments (134 units) in Dallas, Texas, Redbud Trails Apartments (150 units) in McKinney, Texas, Stone Creek Apartments (200 units) in Lewisville, Texas, Tall Timbers Apartments (256 units) in Houston, Texas, Hillcrest Apartments (298 units) in Ft. Worth, Texas, Heather Ridge Apartments (204 units) in Irving, Texas and Covington Creek Apartments (248 units) in Irving, Texas. During 2005 the Foundation acquired eleven (11) low-income multi-family projects known as Brittany Bay Apartments (568 units) in Largo, Florida, Brampton Court Apartments (352 units) in Lauderhill, Florida, Mariners Pointe (368 units) in St. Petersburg, Florida, Village Lakes Apartments (228 units) in Sanford, Florida, Waterman's Crossing Apartments (403 units) in Tampa, Florida, Orleans Gardens (100 units) in Charleston, South Carolina, Palm House (155 units) in Ft. Worth, Texas, Parkview (60 units) in Beaufort, South Carolina, Roosevelt Gardens (200 units) in Orangeburg, South Carolina, Windover Palms (236 units) in Melbourne, Florida and Windover Oaks (238 units) in Titusville Florida. During 2012, the Foundation sold Brampton Court Apartments to an unrelated third party. During 2014, the Foundation sold Mariner's Pointe Apartments to an unrelated third party. During 2019, the Foundation sold Waterman's Crossing Apartments to an unrelated third party. During 2012, the Foundation acquired land in Austin, TX. The Foundation serves as the .01% general partner in The Waters at Willow Run, LP, a LIHTC tax-exempt bond project consisting of 242 units. The project was completed and placed in service during 2016During 2014, the Foundation acquired land in Round Rock, TX. The Foundation serves as the .01% general partner in The Waters at Sunrise, LP, a LIHTC tax-exempt bond project consisting of 300 units. The project was completed and placed in service during 2016 and 2017.During 2016, the Foundation sold Ashton at Long Creek Apartments to a related party. During 2016, the Foundation formed Waters at Longcreek, LP, a South Carolina Limited partnership to acquire and rehabilitate the property (formerly known as Ashton), using LIHTC tax-exempt bonds and HUD insured financing. The Foundation serves as the .01% general partner. The project was completed and placed in service during 2018 and 2019. During 2016, the Foundation sold Stoney Creek Apartments to a related party. During 2016, the Foundation formed Waters at Berryhill, LP, a South Carolina Limited partnership to acquire and rehabilitate the property (formerly known as Stoney), using LIHTC tax-exempt bonds and HUD insured financing. The Foundation serves as the .01% general partner. The project was completed and placed in service during 2018 and 2019. During 2015, the Foundation acquired land in Lincolnville, SC. The Foundation serves as the .01% general partner in The Waters at Magnolia Bay, LP, a LIHTC tax-exempt bond and HUD financed project consisting of 300 units. The Project was completed and placed in service during 2017 and 2016.During 2016, the Corporation formed Waters at St. James, LP (St. James), a South Carolina limited partnership, to develop 336 units of low and moderate income housing in Goosecreek, South Carolina. St. James is financed using a combination of tax-exempt bonds, a Freddie Mac mortgage and limited partner LIHTC equity. St. James was placed in service during 2017 and 2018. The Foundation serves as the .01% general partner in The Waters at St. James, LP.During 2016, 100% of the limited partner interest of Stonebriar Village of Plainview, Ltd., a Texas limited partnership was assigned to the Foundation. Subsequent to the assignment, the Foundation owned 99.90% of Stonebriar, a 100 unit LIHTC apartment complex in Plainview, TXDuring 2017, the Corporation formed Waters at Willow Lake, LP (Willow Lake), a South Carolina limited partnership, to develop 144 units of low and moderate income housing in Columbia, South Carolina. Willow Lake is financed using a combination of a tax-exempt loan, a Freddie Mac loan and limited partner LIHTC equity. The Foundation serves as the .01% general partner in The Waters at Willow Lake, LP. The project was completed and placed in service during 2019 and 2020.During 2017, the Corporation formed Waters at Gateway, LP (Gateway), a Georgia limited partnership, to develop 276 units of low and moderate income housing in Savannah, Georgia. Gateway is to be financed using a combination of a Freddie Mac tax exempt loan and limited partner LIHTC equity. The Corporation closed on the land and financing in April, 2018. The project was completed and placed in service during 2019During 2018, the Corporation was assigned the sole member interest of University Bridge,LLC, a Florida limited liability company, to develop and operate a 20-story, 886-unit, 1,244-bed residential tower to house students, faculty, and staff of Florida International University in Sweetwater, Florida. The property is subject to Student Housing Regulatory Agreements, which define student rental restrictions under Internal Revenue Code Section 145. University Bridge is to be financed using a combination of tax-exempt and taxable bonds During 2019, the Corporation acquired nine housing rental projects (known as the Southeast Portfolio) consisting of (1) a 108 unit project known as Afton Gardens in Roanoke, VA; (2) a 200 unit project known as Boulder Creek in Greenville, SC; (3) a 136 unit project known as Brentwood Crossing in Highpoint, NC;(4) a 204 unit project known as Brittany Woods in Valdosta, GA; (5) a 81 unit project known as Cedar Moor in Raleigh, NC; (6) a 150 unit project known as Crescent Hill in Spartanburg, SC; (7) a 200 unit project known as Spring Grove in Taylors, SC; (8) a 61 unit project known as Temple Court in Miami, FL; and (9) a 101 unit project known as Timber Ridge in Charlotte, NC. The Projects are subject to land use restriction agreements restricting the use of the projects to low income and very low-income individuals, as defined. The Projects were financed collectively using a combination of a Tax-Exempt Freddie Mac Notes and Tax Exempt Subordinate Multifamily Housing Revenue Bonds. During 2019, the Corporation acquired a 288 unit project known as AHF-James Crossing Acquisition, LP (James Crossing) in Lynchburg, Virginia. The Partnership assumed a VHDA mortgage note payable and is regulated under agreements with the Virginia Housing Development Authority (VHDA) and HUD. The Partnership is subject to tax regulatory agreements and land use restriction agreements restricting the use of the project to low income and very low income individuals and families. During 2019, the Corporation acquired a 47 unit project, Gretna Village, LP (Gretna) located in Gretna, Virginia. The Corporation assumed two VHDA mortgages and is regulated under agreements with the Virginia Housing Development Authority (VHDA) and HUD. The Partnership is subject to tax regulatory agreements and land use restriction agreements restricting the use of the project to low income and very low income individuals and families. During 2019, the Corporation acquired a 200 unit project, AHF-Shemwood Crossing, LLC (Shemwood) located in Greenville, South Carolina. The project was financed with a commercial loan. The Corporation entered into an assignment of housing assistance payment contract (HAP Contract) with the Department of Housing and Urban Development (HUD), covering all 200 of its units. The Corporation is subject to tax regulatory agreements and land use restriction agreements restricting the use of the project to low income and very low income individuals and families.T

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