ADVISORY BUSINESS AND STRATEGY
Hudson Housing Capital LLC (“HHC”) is a Delaware limited liability company which provides advisory
services to low income housing tax credit funds (the “Funds”), which are exempt from registration under
the Investment Company Act of 1940, as amended (the “Investment Company Act”), in reliance on
Section (3)(c)(7) thereof, and whose securities are not registered under the Securities Act of 1933, as
amended (the “Securities Act”), in reliance on an exemption under Regulation D thereof. HHC has been
in business since February 1998. The principal owners of HHC are John Scott Zeiler and Hudson
Holdings, LLC, the majority member of which is Joseph Augustus Macari. HHC is a New York
headquartered investment advisor to the Funds. The Funds are typically structured as limited
partnerships or limited liability companies.
HHC provides investment advisory services to each of the Funds, which are subject to the direction and
control of the HHC affiliated general partner or managing member of such Fund (the “Fund General
Partners”). The Fund General Partners are typically wholly owned by HHC.
HHC raises equity capital, on behalf of the Funds, from financial institutions and insurance companies
(the “Investors”). Each Investor is a “qualified institutional buyer” as defined in Rule 144A promulgated
under the Securities Act of 1933, as amended. The Funds use the contributed capital to invest in limited
partnerships or limited liability companies (the “Property Partnerships”) which develop, construct, own
and operate multi-family, rental real estate properties which are restricted to occupancy by low income
individuals and families (the “Properties”). The Properties owned by the Property Partnerships generate
low income housing tax credits (the “Tax Credits”) pursuant to Section 42 of the Internal Revenue Code
of 1986, as amended. The Tax Credits are allocated among the partners or members of the Property
Partnerships in accordance with their ownership percentages. The Funds typically own 98.98%-99.98%
of the Property Partnerships. HHC’s advisory services are limited to making investments in Property
Partnerships.
HHC
tailors its advisory services to the individual needs of the Funds as prescribed by the Investor or
Investors in each Fund. HHC makes and manages each investment in accordance with the purposes,
terms, restrictions and limitations set forth in the governing documents of each Fund, consisting
primarily of such Fund’s limited partnership agreement or limited liability company agreement (which is
negotiated on a case-by-case basis with each Investor). A Fund may impose restrictions or limitations on
investing in certain types of Property Partnerships. As part of a Fund’s investment in a Property
Partnership, HHC commits to providing ongoing asset management services to the Fund as described in
more detail in the Fund’s governing documents.
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PRIMARY INVESTMENTS
HHC originates, underwrites and structures low income housing investment opportunities in which the
Funds invest. The Funds earn a return on investment through an allocation of the Tax Credits and other
tax benefits generated by the Properties owned by the Property Partnerships in which the Funds invest.
A subsidiary of HHC (the “SLP”) on behalf of each Fund exercises substantial authority and control over
the Property Partnerships to which the Fund contributes capital. The interests of the Funds in Property
Partnerships may not constitute “securities” for purposes of the federal securities laws.
EQUITY CAPITAL
Equity capital raised by the Funds is contributed to the Property Partnerships to finance the
development and construction of the Properties. In general, Investors commit equity capital to a Fund
that will be used to develop and construct a specific Property identified in equity commitment
documents. In addition to the equity financing received from the Funds, the Property Partnerships
typically obtain debt financing from conventional lenders and/or government agencies. The terms on
which the capital of a Fund is contributed to a Property Partnership are approved by each Investor in the
Fund.
As of December 31, 2023, HHC manages approximately $0 in client assets on a discretionary basis and
$5,365,424,574 in client assets on a non-discretionary basis.