Greystone Housing Impact Investors LP

The Partnership is managed by the General Partner, which is managed by its general partner, Greystone Manager. The members of the Board of Greystone Manager act as the directors of the Partnership. The Partnership’s executive officers are Kenneth C. Rogozinski, the Chief Executive Officer, and Jesse A. Coury, the Chief Financial Officer. Mr. Rogozinski and Mr. Coury are employees, but not executive officers, of Greystone Manager. Under the terms of the Partnership’s Second Amended and Restated Agreement of Limited Partnership dated as of December 5, 2022, as further amended (the “Limited Partnership Agreement”), other than pursuant to awards under the Incentive Plan, the Partnership is not permitted to provide any compensation to executive officers of Greystone Manager, or to any limited partners of the General Partner. In this regard, the compensation of the executive officers of the Partnership is determined exclusively by Greystone Manager and the Partnership reimburses Greystone Manager for services provided by the Partnership’s executive officers. Accordingly, the Partnership does not have an executive compensation program for its executive officers that is controlled by the Partnership.

The chart below depicts our ownership structure and the relationships described in the previous paragraph, as of the date of this Consent Solicitation Statement:

Greystone Manager’s Board effectively acts as our board of directors. Although Greystone Manager is not a public company and its securities are not listed on any stock market or otherwise publicly traded, its Board is constituted in a manner that complies with the rules of the SEC and the New York Stock Exchange (“NYSE”) related to public companies with securities listed on that exchange in order for the Partnership and its BUCs to comply with these rules. Among other things, a majority of Greystone Manager’s Board consists of managers who meet the definitions of independence under the rules of the SEC and the NYSE. These independent managers are W. Kimball Griffith, Robert K. Jacobsen, Steven C. Lilly, and Deborah A. Wilson.