July Board Meeting To be held at the offices of

Texas State Affordable Housing Corporation 2200 East Martin Luther King Jr. Blvd.

Austin, TX 78702

Thursday, July 18, 2013

10:00 a.m.

BOARD MEETING TEXAS STATE AFFORDABLE HOUSING CORPORATION

To be held at the offices of Texas State Affordable Housing Corporation

2200 East Martin Luther King Jr. Blvd Austin, Texas 78702

July 18, 2013 at 10:00 am CALL TO ORDER, ROLL CALL Bob Jones CERTIFICATION OF QUORUM Chair The Board of Directors of Texas State Affordable Housing Corporation will meet to consider and possibly act on the following: PUBLIC COMMENT PRESIDENT’S REPORT David Long

Tab A: Homeownership Finance Report Tab B: Development Finance Report Tab C: Monthly Budget and Investment Reports

ACTION ITEMS IN OPEN MEETING: Tab 1 Presentation, Discussion and Possible Approval of Minutes of the Board Meeting held on May 9, 2013. Tab 2 Presentation and Discussion of Recent Updates to the Corporation’s Single Family Homeownership Programs. Tab 3 Presentation and Discussion regarding the Gateway Northwest Apartments Project in Georgetown, Texas. Tab 4 Presentation and Discussion regarding Legislation passed during the 83rd Texas Legislative Session. Tab 5 Presentation and Discussion of Texas Foundations Fund 2013 Funding Activities. Tab 6 Presentation, Discussion and Possible Appointment of a Member to the Texas Foundations Fund Advisory Council

Created by the Board of Directors of the Corporation. CLOSED MEETING Consultation with legal counsel on legal matters – Texas Government Code § 551.071 Deliberation regarding purchase, exchange, lease, or value of real property – Texas Government Code § 551.072 Deliberation regarding prospective gift or donation to the state or Texas State Affordable Housing Corporation – Texas Government Code § 551.073 Personnel Matters – Texas Government Code § 551.074 Implementation of security personnel or devices – Texas Government Code § 551.076 Other matters authorized under the Texas Government Code OPEN MEETING Action in Open Meeting on Items Discussed in Closed Meeting ADJOURN Individuals who require auxiliary aids or services for this meeting should contact Laura Ross, ADA Responsible Employee, at 512-477-3560 or Relay Texas at 1-800-735-2989 at least two days before the meeting so that the appropriate arrangements can be made. Texas State Affordable Housing Corporation reserves the right to recess this meeting (without adjourning) and convene at a later stated time, if and to the extent allowed by law. If Texas State Affordable Housing Corporation adjourns this meeting and reconvenes at a later time, the later meeting will be held in the same location as this meeting. Texas State Affordable Housing Corporation also reserves the right to proceed into a closed meeting during the meeting in accordance with the Open Meetings Act, Chapter 551 of the Texas Government Code. If permitted by the Open Meetings Act, Chapter 551 of the Texas Government Code, any item on this Agenda to be discussed in open meeting may also be discussed by the Board (and any other authorized persons) in closed meeting.

President’s Report

Tab A

2013 Home Loan Program with Down Payment AssistanceJanuary 2, 2013 to July 10, 2013

Month Originated # of Loans % Total At a Glance Jan-13 $13,986,648 113 10% Total Amount Originated $136,280,378Feb-13 $14,526,322 116 10% Average Loan Amount $121,462Mar-13 $18,899,330 160 14% Interest Rates % # of LoansApr-13 $20,651,580 172 15% 5.250 39May-13 $29,013,007 243 22% 5.000 55Jun-13 $31,841,692 258 23% 4.750 39Jul-13 $7,361,799 60 5% 4.500 162Totals $136,280,378 1122 100% 4.375 57

4.000 360Lender Originated # of Loans % Total 3.875 112

Cornerstone Home Lending, Inc. $27,290,963 219 20% 3.750 263NTFN, Inc. $11,891,229 100 9% 3.500 35Guild Mortgage Corporation $11,284,839 94 8% Professional BreakdownRocky Mountain Mortgage Company $9,112,158 76 7% Home Sweet Texas 60.66%First Community Mortgage $8,451,685 81 7% Professional Educato 27.38%DHI Mortgage Company, Ltd. $6,641,251 47 4% Texas Heroes 11.96%Everett Financial, dba Supreme Lending $6,261,405 48 4% Type of LoanPrimeLending $5,779,397 49 4% FHA 97.06%Houstonian Mortgage Group, Inc $5,745,111 53 5% VA 1.34%WR Starkey Mortgage, LLP $3,919,126 36 3% USDA-RHS 1.60%Fairway Independent Mortgage Company $3,514,517 32 3%Universal American Mortgage Company $3,078,056 22 2%Gateway Mortgage Group, LLC $3,022,785 27 2%Wells Fargo Bank, N.A. $2,921,682 25 2%Pulte Mortgage LLC $2,784,917 20 2%Primary Residential Mortgage $2,537,295 21 2%Affiliated Bank $2,441,120 21 2%Interlinc Mortgage Services, LLC $2,417,659 20 2%Aspire Financial, Inc. $1,949,217 16 1%Envoy Morrtgage $1,914,580 15 1%Nationstar Mortgage LLC $1,550,310 12 1%Hometrust Mortgage Company $1,259,460 11 1%Network Funding, LP $1,018,487 7 1%iMortgage.com, Inc. $964,897 6 1%Academy Mortgage Corporation $963,168 9 1%One Mortgage, Inc. $928,154 6 1%TXL Mortgage Corp. (Baymont Financial $925,954 6 1%Georgetown Mortgage, LLC $779,643 6 1%Movement Mortgage, LLC $713,337 5 0%SWBC Mortgage Corporation $636,199 5 0%Cendera Funding, Inc. $516,711 4 0%Castle and Cooke Mortgage $514,427 4 0%Home Financing Unlimited, Inc. $487,585 3 0%K Hovnanian American Mortgage, LLC $342,489 2 0%RMC Mortgage Corporation $332,391 2 0%Sente Mortgage Inc. $315,676 2 0%Resmac, Inc. $285,493 3 0%IberiaBank Mortgage Company $273,945 3 0%Ark-La-Tex Financial (Benchmark Mortgage) $262,679 2 0%The Lending Partners, LLC $250,381 2 0%Total Committed $136,280,378 1122 100%

2012B Mortgage Credit Certificate ProgramAs of February 1, 2013 through July 10, 2013

Month Originated # of Loans % Total At a Glance Jan-13 $249,399 1 0% Total Amount Originated $30,179,856Feb-13 $3,096,216 23 10% Average Loan Amount $131,217Mar-13 $4,549,735 36 16% Average Interest Rate 3.991%Apr-13 $5,347,606 41 18% Professional BreakdownMay-13 $6,104,196 48 21% Home Sweet Texas 77.83%Jun-13 $8,617,087 65 28% Professional Educato 10.00%Jul-13 $2,215,617 16 7% Texas Heroes 12.17%Totals $30,179,856 230 100% Type of Loan

FHA 83.48%Lender Originated # of Loans % Total USDA-RHS 8.70%

Cornerstone Home Lending, Inc. $9,540,233 72 31% VA 1.74%Universal American Mortgage Company $4,365,155 28 12% Conventional 6.09%Guild Mortgage Corporaton $1,928,295 16 7%Bank of America, N.A. $1,336,063 13 6%Aspire Financial, Inc. $1,220,377 10 4%Everett Financial, dba Supreme Lending $1,197,225 9 4%DHI Mortgage Company, Ltd. $1,161,006 8 3%Gateway Mortgage Group, LLC $1,138,513 9 4%Interlinc Mortgage Services, LLC $895,490 6 3%Nationstar Mortgage LLC $724,533 5 2%WR Starkey Mortgage, LLP $686,110 6 3%Hometrust Mortgage Company $626,959 5 2%Primary Residential Mortgage $624,177 6 3%PrimeLending $592,844 4 2%NTFN, Inc. $502,616 4 2%Houstonian Mortgage Group, Inc $454,121 4 2%TXL Mortgage Corp. (Baymont Financial) $300,113 2 1%Wells Fargo Bank, N.A. $273,097 2 1%iMortgage.com, Inc. $249,399 1 0%AmeriPro Funding, Inc. $229,318 3 1%Capstar Lending, LLC $198,400 1 0%Movement Mortgage, LLC $183,612 1 0%Sente Mortgage Inc. $168,393 1 0%Affiliated Bank $166,363 2 1%Georgetown Mortgage, LLC $156,160 1 0%C&T Mortgage $151,235 1 0%Security National Mortgage Company $141,784 1 0%First Community Mortgage $134,000 1 0%Network Funding, LP $133,025 1 0%One Mortgage, Inc. $132,554 1 0%Ark-La-Tex Financial (Benchmark Mortgage) $124,362 1 0%SWBC Mortgage Corporation $114,880 1 0%Colonial Savings, F.A. $101,088 1 0%The Lending Partners, LLC $93,279 1 0%IberiaBank Mortgage Company $73,641 1 0%Castle and Cooke Mortgage $61,436 1 0%Total Committed $30,179,856 230 100%

Total Allocation $69,722,531Remaining to Commit $39,542,675

Tab B

Development Finance Programs Report

July 2013

Affordable Communities of Texas Program The ACT program has experienced a marked decline in the number of acquisitions over the past three months. Resources for new properties like NCST, HUD Homes and other foreclosure listing services have experienced a significant drop in available properties. One factor has been the number of bulk purchases that have occurred this year. Several real estate investment trusts have been purchasing hundreds, even thousands, of foreclosed properties from several of our key banking partners. While these bulk purchases have had an immediate impact on the number of available properties, our banking partners have noted that a regular flow, albeit weaker, will begin again once remaining portfolios have been sorted through and analyzed. Local Partners with ACT Veteran homes have continued to rehab and list properties for sale. To date the program has sold nearly 20 homes and has an additional 24 under contract. We are preparing the second property to be donated to a qualified household and have 23 additional homes awaiting rehab. Here is a snapshot of our current ACT portfolio:

Program Units Value ACT Land Bank 137 $2,023,328 ACT Land Trust 60 $650,000 Buyer's Agent 15 $1,122,678 Texas NSP 282 $5,294,486 Veteran's Initiative 67 $6,496,420 Total 561 $15,586,912

Lending Programs Staff is speaking with a number of potential new borrowers and working on submitting new requests for program related investments. Our current portfolio of revolving lines of credit continues to be active and staff is working on preparing an update to our annual lending report. Multifamily Bond Programs Staff has moved the Gateway Northwest apartment project through all of the necessary steps for state bond approval. Now other hurdles are preventing a closing of the project, which will be detailed in staff’s reporting agenda item. Staff is discussing several restructures and new projects with developers, but recent turns in the financial markets may cause several groups to rethink their strategies. Interest rates for taxable bonds, though still historically low, have made significant jumps up in the past two months. Higher taxable bond rates may also lead to more favorable terms for tax-exempt private activity bonds, like those issued by the Corporation.

Tab C

TEXAS STATE AFFORDABLE HOUSING CORPORATIONSTATEMENT OF NET ASSETS (unaudited)As of May 31, 2013

ASSETSCurrent Assets

Cash and Cash Equivalents $ 2,848,228Building Maintenance Reserve 50,307Computer Equipment and Furniture Reserve 6,477Foundations Fund 300,000Custodial Cash and Cash Equivalents, Current 82,725

Restricted Assets Held by Bond Trustee:Cash and Cash Equivalents 7,991,115Short-term Investments, at Fair Market Value -Accrued Interest 395,473

Custodial Cash and Cash Equivalents 293,394Investments, at Fair Market Value 2,765,977Accounts Receivable & Accrued Revenue, Net of uncollectible amts. of $874,372 1,684,159Accrued Interest Receivable 39,141Loans Receivable, Current Portion 65,000Notes Receivable, Current Portion 66,025Downpayment Assistance, Current Portion 881,000Prepaid Expenses 47,050

Total Current Assets: 17,516,071

Noncurrent AssetsLoans Receivable, Net of uncollectible amounts of $91,726 780,279Notes Receivable 3,704,708Investments, at Fair Market Value 514,707Mortgage Servicing Rights, Net of Accumulated Amortization of $2,201,230 526,832Fixed Assets, Net of Accumulated Depreciation of $368,052 1,565,926Owned Real Estate, Federal & Other Programs 9,933,680Bond Issuance Costs, Net of Amortization of $4,059,488 3,194,949Downpayment Assistance 4,335,504Restricted Investments Held by Bond Trustee, at Fair Market Value 209,023,462

Total Noncurrent Assets: 233,580,047

TOTAL ASSETS $ 251,096,118

(continued)

TEXAS STATE AFFORDABLE HOUSING CORPORATIONSTATEMENT OF NET ASSETS - Continued (unaudited)As of May 31, 2013

LIABILITIES & NET ASSETSCurrent Liabilities

Accounts Payable and Accrued Expenses $ 79,120Notes Payable, Current Portion 72,030Multifamily Custodial and Reserve Funds 293,394Other Current Liabilities 239,222Payable from Restricted Assets Held by Bond Trustee:

Bonds Payable, Current Portion 2,107,579Accrued Interest on Bonds 1,329,347

Total Current Liabilities: 4,120,692Noncurrent Liabilities

Notes Payable 3,774,628Revenue Bonds Payable 204,391,455Due to Federal Programs 4,267,643Deferred Revenue 436,781

Total Noncurrent Liabilities: 212,870,507

Total Liabilities: 216,991,199Net Assets

Invested in Capital Assets, Net of Related Debt 1,570,903Restricted Assets 18,075,847Unrestricted Net Assets 14,458,169

Total Net Assets: 34,104,919

TOTAL LIABILITIES & NET ASSETS $ 251,096,118

TEXAS STATE AFFORDABLE HOUSING CORPORATIONSTATEMENT OF REVENUES, EXPENSES AND CHANGES IN NET ASSETS (unaudited)for the 9 months ending May 3, 2013

Operating Revenues Interest and Investment Income $ 7,770,132 Single Family Income 3,255,186 Asset Oversight and Compliance Fees 218,029 Loan Servicing Fees, Net of subservicer fees of $64,372 146,833 Multifamily Income 178,257 Public Support Federal Grants 339,389 Contributions 5,916,420 Other Operating Revenue 321,128 Total Operating Revenues $ 18,145,374

Operating Expenses Interest Expense on Bonds and Notes Payable $ 6,906,273 Salaries, Wages and Payroll Related Costs 1,465,089 Professional Fees and Services 188,454 Amortization 1,034,499 Office and Equipment Rental and Maintenance 29,704 Travel and Meals 59,736 Depreciation 72,312 Program and Loan Administration 1,157,421 Grant Expenditures 826,125 Foundation Fund Grants 300,000 Other Operating Expenses 241,792 Total Operating Expenses $ 12,281,405

Net Ordinary Income 5,863,969

Total Net Assets, Beginning 36,834,522

Total Net Assets, Ending $ 34,104,919

Other Comprehensive (Expense) Income Net Unrealized Loss on Restricted Investments (8,593,572)Net Income $ (2,729,603)

Texas State Affordable Housing CorporationComparison of Budget to Actual

May 31, 2013

Budget Actual

Percent of Annual Budget

Explanation of Variance

RevenueServicing Revenue, Net of Subservicer Fees 193,000 207,345 107.43% jSingle Family 2,842,000 4,208,083 148.07% kAsset Oversight , Compliance & Issuer Fees 492,000 501,728 101.98% lPrincipal & Interest from Single & Multifamily Loan Programs 514,000 452,242 87.98%Grants & Donations 200,000 229,106 114.55% mFederal & State Grants 1,910,000 525,052 27.49%Investment Revenue 30,000 19,985 66.62%Tenant Income 24,000 16,251 67.71% Total Revenue 6,205,000 6,159,792 99.27%

ExpendituresSalaries & Payroll Related Expenditures 2,003,000 1,465,089 73.14%Professional Services - Legal, Audit & IT 348,000 197,875 56.86%Foundation Fund Grants 300,000 300,000 100.00% nPrincipal & Interest on Notes Payable 214,000 965,664 451.24% oTravel & Meals 82,000 65,473 79.85%Furniture, Equipment, & Software 35,000 15,101 43.15%Building Maintenance 26,000 33,031 127.04% pInsurance 32,000 85,772 268.04% qMarketing 87,000 71,376 82.04%Professional Dues & Training 24,000 5,838 24.33%Communication 19,000 11,010 57.95%Sponsorships 12,000 7,377 61.48%Printing & Office Supplies 12,000 15,892 132.43%Freight, Delivery, Postage & Storage 7,000 13,801 197.16%Publications, Subscriptions & Other Office Expenditures 6,000 9,408 156.80% rBank Fees & Charges 5,000 5,548 110.96%Single Family/Multifamily Program Expenditures 1,400,000 993,852 70.99%Federal Grant Expenditures 1,378,000 708,597 51.42%Single Family Bond Program Expenditures 41,000 1,688,214 4117.60% s Total Expenditures 6,031,000 6,658,918 110.41%

Net Income 174,000 (499,126)

Target Percentage = 75.00%

2013

Texas State Affordable Housing CorporationComparison of Budget to Actual

May 31, 2013

j The increase in Servicing Revenue over the budget is the direct result of 3 loan payoffs received during the nine month periodbeginning September 1, 2012 and ending May 31, 2013. All three payoffs (totaling $17,494) were associated with secondlien loans in the Corporation's down payment assistance loan portfolio. Only one loan payoff was budgeted for fiscal year 2013.

k The increase in Single Family income is related specifically to the TBA Program.

l The increase in Asset Oversight and Compliance income is related to the closing of the Dalcor multifamily deal whichresulted in the immediate receipt in September 2012 of $170,000 in asset oversight, issuer and compliance fees. Future fees related to Dalcor will be paid annually each January 1st.

m The variance in budgeted income results from the sale of donated properties through the Corporation's Affordable Communitiesof Texas (ACT) Programs.

n Foundation Fund Grants were approved by the Board in November 2012 and all awards were funded prior to May 31, 2013.

o The variance in interest and principal on notes payable is the result of the Corporation's decision to pay off the office building mortgage loan in installments of $200,000 per month beginning December 2012. The final payment on the mortgage was made in April 2013.

p The variance in building maintenance expenditures results because the office building parking lot was repaved and paintedduring December 2012 at a cost of approximately $13,000. Paving of the parking lot was not anticipated and consequently waswas not included in the fiscal year 2013 budget.

q The Corporation has received approximately 500 donated properties which is far more than anticipated at the time the budgetwas prepared. This has resulted in additional general liability and property and casualty insurance expense.

r The variance in Publications & Subscriptions is the result of a combination of several one time expenditures made during the months of December and May 2013.

s The variance in Single Family Bond Program Expenditures is the result of down payment assistance payments made to lenders. Beginning at the end of January 2013 the Corporation began advancing down payment assistance grant funds at the time of closing. Funds advanced under the program are paid back to the Corporation at the time loans are pooled and securitized.

BOARD MEETING TEXAS STATE AFFORDABLE HOUSING CORPORATION

Held at the offices of Texas State Affordable Housing Corporation

2200 E. Martin Luther King Jr. Blvd. Austin, TX 78702

May 9, 2013 at 10:00 am

Summary of Minutes Call to Order, Roll Call Certification of Quorum The Board Meeting of the Texas State Affordable Housing Corporation (the “Corporation”) was called to order by Bob Jones, Chair, at 10:03 am, on May 9, 2013, at the offices of Texas State Affordable Housing Corporation, 2200 E. Martin Luther King Jr. Blvd, Austin, TX 78702. Roll Call certified that a quorum was present. Members Present Bob Jones, Chair Bill Dietz, Vice Chair Jerry Romero, Member Gerry Evenwel, Member Alex Meade, Member Staff Present Betsy Aldrich, Senior Accountant Tim Almquist, Single Family Compliance Manager Liz Bayless, Executive Vice President David Danenfelzer, Manager of Development Finance Delia Davila, Single Family Compliance Specialist Cynthia Gonzales, Office Manager and Assistant Corporate Secretary Katie Howard, Senior Development Coordinator Nick Lawrence, Controller David Long, President James Matias, Multifamily Analyst Paige Omohundro, Homeownership Finance Manager Melinda Smith, Chief Financial Officer Janie Taylor, Manager of Development and Strategic Communications Special Guests Bill Gehrig, Greenberg Traurig Robin Miller, First Southwest Company Chris Spelbring, Raymond James Morgan Keegan Pam Stein, Greenberg Traurig Public Comment No public comment was given at the beginning of the meeting.

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President’s Report Mr. Leal gave the board a brief update on legislation concerning the Corporation’s homeownership programs. He stated that Senate Bill 286, authored by Senator Juan “Chuy” Hinojosa, had been approved by the full Senate and the House Urban Affairs Committee, and was currently waiting to be officially reported out to the House Calendars Committee. He also stated that House Bill 1029, authored by Representative Greg Bonnen, had been approved by the full House of Representatives and referred to the Senate Intergovernmental Relations Committee. Mr. Leal noted that both bills would reauthorize the homeownership programs serving Educators and Heroes. Mr. Evenwel asked about the continuation of the programs should they not be re-authorized by the Legislature. Mr. Long explained that the Corporation would continue to have bonding authority for single family and multifamily programs, and the Educators and Heroes programs were within the Corporation’s jurisdiction to administer. However, because they were specifically established and defined in statute by the Legislature, the Legislature’s input and coordination on the extension of the programs was preferred for the continuation of the programs. Mr. Long and the board welcomed Mr. Meade to the Board of Directors of the Corporation. Mr. Long then mentioned that the next training session of the Texas Statewide Homebuyer Education Program (TSHEP) would take place August 5 – 9, 2013 in Dallas. Registration for that training was now open and three courses were being offered. Mr. Long commented that the homeownership programs continued to experience strong volume. He thanked the board for their participation in meetings at the Capitol during the legislative session. He also recognized Mr. Leal and Ms. Taylor for the wonderful job they were doing and all their hard work. Mr. Long ended his report by introducing the professionals in attendance at the meeting today: Ms. Stein and Mr. Gehrig, both with Greenberg Traurig; Mr. Miller with First Southwest Company; and Chris Spelbring with Raymond James. Turning to the Marketing and Development report included in the board packet, Mr. Jones asked about Google Ads. Ms. Taylor stated that the Corporation utilized Google Ads to advertize both the homeownership programs and the Texas Financial Toolbox. She explained that Google Ads were the ads that appeared at the top of a search page when certain keywords were used by the person doing the search. What specific Google Ads appeared at the top of a search page was determined using a bidding process. Companies and/or organizations wanting their ad to be shown when a user used specific key words in their Google search would bid on how much they were willing to pay for their ad to appear. She informed the board that Google had a program for non-profits which granted a certain amount of free Google Ads per month. The Corporation had applied for the grant and was awarded up to $120,000 a year in free Google Ads for our programs with a limit of $10,000 in Google Ads per month. The grant also limited how much an organization could bid for each Ad. Because of this, it was likely the grant received from Google would only replace a portion of the Corporation’s Google Ads. Mr. Jones observed that this grant would be a huge help and Ms. Taylor agreed. She stated that when the grants used to fund the

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Google Ads for the Toolbox had run out, the Corporation had stopped running those ads. Because of the grant from Google, staff was now able to start running the ads again. Turning to marketing, Mr. Jones asked about presentations that staff were making around the state. Ms. Taylor informed the board that Ms. Omohundro and Ms. Ellinor had given 20 presentations on the homeownership programs across the state to realtor groups, lender groups, community groups and cities. Tab 1 Presentation, Discussion and Possible Approval of Minutes of the Board

Meeting held on March 21, 2013. Mr. Evenwel made a motion to approve the minutes of the board meeting held on March 21, 2013. Mr. Romero seconded the motion. Mr. Jones asked for public comment and none was given. A vote was taken and it passed unanimously. Tab 2 Presentation, Discussion and Possible Approval of the Texas Foundations

Fund 2013 Guidelines and Application Requirements. Ms. Bayless recalled that in March the Board had approved the posting of the Texas Foundations Fund Guidelines and Application Requirements for public comment. Ms. Bayless reported that during the public comment period, comments had been received from three organizations – Central Texas Housing Consortium, Easter Seals of Central Texas and Coastal Bend Center for Independent Living. Staff had discussed the comments, both internally and with the Advisory Council, and had decided to accept some of the suggested changes. Ms. Bayless referred the board to the black line version of the Guidelines and summarized the changes that had been made. The first change addressed what types of properties were eligible for funding for critical repair. In the past, only properties where the owner lived in the home or where the organization receiving the grant owned the home were allowed. Based on public comment received, the Guidelines were changed to allow in rare circumstances for funds to be used to perform critical repairs on properties that were owned by a family member of the person living in the home. This would be allowed on a case by case basis, and only when the owner of the home could not afford the repairs and the occupant was protected from rent increases or lease terminations for an appropriate period of time. A second change had been made with regard to supportive services. Originally, the Guidelines stipulated that the supportive services provided had to be provided on site. Comments received had requested that this be changed to allow services to be provided to persons who lived in scattered site housing in addition to multifamily apartment complexes, and to allow services to be provided to those at risk of unnecessary institutionalization or premature placement in assisted living, in addition to those at risk of homelessness. She pointed out that evidence of these changes could be seen throughout the document before the board. Ms. Bayless made note of one final change to the Guidelines, which was the addition of job training and adult education to the list of eligible supportive services. Mr. Romero made a motion to approve the Texas Foundations Fund 2013 Guidelines and Application Requirements. Mr. Dietz seconded the motion. Mr. Jones called for public comment and none was given. A vote was taken and it passed unanimously.

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Tab 3 Discussion of Contracts, Ground Leases and Other Related Matters Pertaining to the Affordable Communities of Texas Land Banking Program.

Mr. Jones called the Board into closed meeting as allowed by Texas Government Code 551.071, consultation with legal counsel on legal matters. The time was 10:27 am. The board came out of closed meeting and resumed the open meeting at 11:49 am. Mr. Jones stated that the board would take no formal action on the item. Ms. Stein, general counsel for the Corporation, stated for the record that during the closed session the board had discussed matters related to certain contractual agreements under the ACT Program and potential legal issues related to those contracts. Closed Meeting Refer to Tab 3. Open Meeting Mr. Jones welcomed Mr. Meade to the board and thanked him for his participation. Adjournment Mr. Jones adjourned the meeting at 11:52 am. Respectfully submitted by________________________________________________ Laura Ross, Corporate Secretary

HOMEOWNERSHIP FINANCE

To serve more homebuyers and provide them with more options, the Texas State AffordableHousing Corporation (TSAHC) implemented enhancements to its Homeownership Programs inlate June:

REFINANCES NOW AVAILABLE

TSAHC's Down Payment Assistance Programs can now be used for purchasing a home orrefinancing an existing mortgage loan. Only standard, fully documented 30 year refinances areeligible. Streamlined and cash out refinances are not eligible. All other program eligibilitycriteria remain the same.

RATE & ASSISTANCE OPTIONS

Two interest rate/assistance grant options are available under TSAHC�s Down PaymentAssistance Programs:

Option #1: StandardUnder this option, TSAHC provides a low interest mortgage loan and a grant (meaning norepayment or second lien) equal to 5% of the loan amount for down payment and closing costs.

Option #2: Lower RateUnder this option, TSAHC provides an even lower interest mortgage loan and a grant (meaningno repayment or second lien) equal to 3% of the loan amount for down payment and closingcosts.

HOMES FOR TEXAS HEROES NOW INCLUDES EDUCATORS AND VETERANS

As a result of recent legislation passed by the Texas Legislature, all professions previouslyeligible under TSAHC's Professional Educators Home Loan Program are now eligible under theHomes for Texas Heroes Home Loan Program. In addition, Veterans are now eligible for theHomes for Texas Heroes Home Loan Program.

Tab 3

Presentation and Discussion regarding the Gateway Northwest Apartments Project in Georgetown, Texas.

Discussion

83rd Texas Legislative Session Legislation Passed Impacting TSAHC

Senate Bill 286 Senator Juan Hinojosa (Sponsor: Representative Greg Bonnen) Reauthorization of TSAHC Profession-Specific Homeownership Programs Effective Date: June 14, 2013 Senate Bill 286 continues both profession-specific homeownership programs by adding all eligible occupations under the Professional Educators Home Loan Program to the Homes for Texas Heroes Home Loan Program, creating a single program. The bill officially adopts the name “Homes for Texas Heroes Home Loan Program”, changing it from the statutorily listed “Fire Fighter, Law Enforcement or Security Officer, and Emergency Medical Services Personnel Home Loan Program”. The bill eliminates the division of the 10% bonding allocation, previously necessary for the separate programs. The bill also eliminates the end date of the programs in statute, effectively tying the reauthorization of the programs to TSAHC’s Sunset date. By combining the two programs the bill seeks to create a more efficient, effective and easily understandable program. Senate Bill 1553 Senator Eddie Lucio, Jr. (Sponsor: Representative Joe Farias) Reauthorization of TSAHC Profession-Specific Homeownership Programs & Eligibility Expansion Effective Date: June 14, 2013 Senate Bill 1553 is identical to SB 286, with the exception that it makes U.S. Military Veterans eligible for the Homes for Texas Heroes Home Loan Program. House Bill 3361 Representative Harold Dutton, Jr. (Sponsor: Senator Brian Birdwell) TDHCA Sunset Legislation Effective Date: September 1, 2013 House Bill 3361 continues the Texas Department of Housing and Community Affairs for 12 years and makes a number of other changes to their statute. In addition, the bill changes the application threshold requirements for applicants of the 4% Low Income Housing Tax Credit program administered by TDHCA in conjunction with the Multifamily Private Activity Bond program, including TSAHC’s program: § Applicants will have to provide notice of the intent to file an application to the

governing body of the municipality or the county in which the proposed development site is located. Any proposed development sites located in the extraterritorial jurisdiction of a municipality must provide notice to the county.

§ The county or municipality will be required to hold a public hearing on the application.

§ Applications may not be approved without a resolution from the county or municipality

certifying that: 1) notice has been provided, 2) there has been sufficient opportunity to obtain a response from the applicant regarding any questions or concerns about the proposed development, 3) a public hearing has been held and, 4) after consideration of the information and public comment the county or municipality does not object to the proposed application.

The bill provides TDHCA rulemaking authority to establish the time and manner of the submission of the abovementioned resolution to the department. Senate Bill 7 Senator Jane Nelson (Sponsor: Representative Diane Patrick) Delivery and Quality of Certain Health and Human Services Effective Date: September 1, 2013 Senate Bill 7 makes significant changes to the state’s medical and long-term services and support programs for individuals with intellectual and developmental disabilities covered by Medicaid. The bill also directs the Health and Human Services Commission to make all necessary changes to allow for the development of additional housing opportunities including community-based housing, provider and non-provider-owned residential settings, assistance with living more independently, and rental properties with on-site support services. The bill directs the Department of Aging and Disability Services to work with TSAHC, TDHCA, TDA and the Intellectual and Developmental Disability System Redesign Advisory Committee to coordinate with federal and local housing entities to develop opportunities for accessible and affordable housing for individuals with intellectual and developmental disabilities.

Tab 5

Presentation and Discussion of Texas Foundations Fund 2013 Funding Activities.

Discussion

MINUTES AND CERTIFICATION

THE STATE OF TEXAS § § TEXAS STATE AFFORDABLE § HOUSING CORPORATION §

I, the undersigned officer of the Texas State Affordable Housing Corporation (the

“Corporation”), do hereby certify as follows:

The Board of Directors of the Corporation (the “Board”) convened on the 18th day of July, 2013, at the designated meeting place in Austin, Texas, and the roll was called of the duly constituted Members of said Board and officers, to wit:

BOARD OF DIRECTORS Name Office Robert Elliott Jones Chairperson William H. Dietz Vice Chairperson Jerry Romero Director Alejandro (Alex) Meade Gerry Evenwel

Director Director

OFFICERS Name Office David Long President (non-Board member) Elizabeth Bayless Executive Vice President (non-Board member) Melinda Smith Chief Financial Officer (non-Board member) Laura Ross Secretary (non-Board member) Cynthia Gonzales Assistant Secretary (non-Board member)

and all of said Members of the Board were present except _____________, thus constituting a quorum. Whereupon, among other business, the following was transacted, to-wit: a written resolution (the “Resolution”) bearing the following caption was introduced:

RESOLUTION NO. 13-____

TEXAS STATE AFFORDABLE HOUSING CORPORATION

“Resolution to appoint Mr. Christopher J. Bergmann as a Member of the Advisory Council for the Texas Foundations Fund, and to restate, ratify and affirm the other persons holding the position of Member of said Advisory Council”

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was duly introduced for the consideration of said Board and read in full. It was then duly moved and seconded that said Resolution be adopted; and, after due discussion, said motion carrying with it the adoption of said Resolution, prevailed and carried by the following vote:

AYES NOES ABSTENTIONS

2. That a true, full and correct copy of the aforesaid Resolution [as modified to

reflect discussion by said Board] adopted at the meeting described in the above and foregoing paragraph is attached to and follows this certificate; that said Resolution has been duly recorded in said Board’s minutes of said meeting; that the above and foregoing paragraph is a true, full and correct excerpt from said Board’s minutes of said meeting pertaining to the adoption of said Resolution; that the persons named in the above and foregoing paragraph are the duly chosen, qualified and acting officers of the Corporation and Members of said Board as indicated therein; that each of the officers and Members of said Board was duly and sufficiently notified officially and personally, in advance, of the time, place and purpose of the aforesaid meeting, and that said Resolution would be introduced and considered for adoption at said meeting, and each of said officers and Members of said Board consented, in advance, to the holding of said meeting for such purpose.

SIGNED this 18th day of July, 2013.

Secretary, Texas State Affordable Housing Corporation

RESOLUTION NUMBER 13-__

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BOARD RESOLUTION OF

TEXAS STATE AFFORDABLE HOUSING CORPORATION

RESOLUTION TO APPOINT MR. CHRISTOPHER J. BERGMANN TO SERVE ON THE ADVISORY COUNCIL FOR THE TEXAS FOUNDATIONS FUND AND TO

RESTATE, RATIFY, AND AFFIRM THE OTHER PERSONS HOLDING THE POSITION OF MEMBER OF SAID ADVISORY COUNCIL

WHEREAS, Texas State Affordable Housing Corporation (the “Corporation”) has been

duly created and organized pursuant to and in accordance with the provisions of the Texas Non-Profit Corporation Act, Article 1396-1.01 et. seq., now codified as the Texas Business Organizations Code, including Chapter 22 thereof, as amended, and under the authority of Texas Government Code, Title 10, Chapter 2306, Subchapter Y, as amended;

WHEREAS, on February 1, 2008, the Corporation, upon resolution duly adopted by the Board of Directors, did create the Texas Foundation Fund (“TFF”) as a segregated fund of the Corporation to be used to provide grants that benefit Texas residents of very low-income and extremely low-income with respect to various housing needs;

WHEREAS, in connection with the creation of the TFF, the Board of Directors approved the creation of the Advisory Council to the TFF (the “Advisory Council”), with the Advisory Council to be comprised of five Texas residents, and by Resolution Number 12-14, the Board of Directors did increase such membership to a total of ten (each, a “Member” and collectively, “Members”) appointed by the Board of Directors, with one of said Members to also be a current member of the Board of Directors (the “Board Member”), and seven members to be residents of the State of Texas;

WHEREAS, in connection with the adoption of Resolution Number 12-14, the Board of Directors also recommended that the Members be selected from different geographic areas of the State of Texas;

WHEREAS, after due consideration, the Board of Directors has determined that Mr. Christopher J. Bergmann is a Texas resident living in the Houston area and is qualified and willing to serve as a Member of the Advisory Council of the TFF, and;

WHEREAS, the Board of Directors, for the avoidance of doubt, wishes to restate, ratify and affirm the other persons holding a position as Member of the Advisory Council;

NOW, THEREFORE BE IT RESOLVED BY THE BOARD OF DIRECTORS OF TEXAS STATE AFFORDABLE HOUSING CORPORATION THAT:

RESOLVED, that effective immediately upon the adoption of this resolution, Christopher J. Bergmann is hereby appointed as a Member of the Advisory Council for a term of three (3) years commencing on August 1, 2013, and the Board hereby restates, ratifies and affirms that the following persons shall comprise the membership of the Advisory Council:

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Chairman (Austin area) Edwina Carrington Member (El Paso area) Russell Vandenburg Member (At-Large) Steven A. Carriker Member (West Texas/Panhandle area) Donald R. Bethel Member (Dallas/Fort Worth area) William D. Albers

Board Member Jerry Romero Corporate Member Elizabeth Bayless

APPROVED AND EFFECTIVE this 18th day of July, 2013.

______________________________________ Texas State Affordable Housing Corporation ATTEST: __________________________________ Laura Ross Secretary to the Board

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