Exhibit 10.2


 








MMA Capital Management Investor Presentation December  2015 NASDAQ: MMAC www.MMACapitalManagement.com 621 East Pratt Street, Suite 600, Baltimore, MD  21202 (443 )  263 - 2900


     


     


    




• This presentation contains forward - looking statements intended to qualify for the safe harbor contained in  Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of  1934, as amended.  Forward - looking statements often include words such as “may,” “will,” “should,”  “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “seek,” “would,” “could,” and  similar words or expressions and are made in connection with discussions of future operating or financial  performance. • Forward - looking statements reflect our management’s expectations at the date of this Report regarding  future conditions, events or results. They are not guarantees of future performance. By their nature,  forward - looking statements are subject to risks and uncertainties. Our actual results and financial  condition may differ materially from what is anticipated in the forward - looking statements. There are  many factors that could cause actual conditions, events or results to differ from those anticipated by the  forward - looking statements contained in this presentation. They include the factors discussed in “Item  1A. Risk Factors” in our annual filings with the Securities and Exchange Commission (“SEC”). • Readers are cautioned not to place undue reliance on forward - looking statements in this presentation or  that we make from time to time, and to consider carefully the factors discussed in “Item 1A. Risk Factors”  in our annual filings with the SEC in evaluating these forward - looking statements. We have not  undertaken to update any forward - looking statements included in this presentation.  The statements in this  presentation are for the convenience of our shareholders, capital partners and other stakeholders and are  qualified in their entirety by our periodic reports on Form 10 - K, Form 10 - Q and Form 8 - K . 2 MMA Capital Management, LLC Disclaimer


     


     


    




• Mission, Values and Performance • MMAC Yesterday • MMAC Today • The  GE Transaction • MMAC Tomorrow 3 MMA Capital Management, LLC Table of Contents


     


     


    




• Mission  – We partner with institutional capital to create and manage  investments in Affordable Housing and Renewable Energy. • Values  – The  key to our long term success is our commitment to  performance built on our core values of Integrity, Innovation and  Service.  • Performance  – We  measure  company  performance  based  on  our ability  to grow equity value  per share on a GAAP and Economic  Basis over  the long - term. • In  our  SEC filings,  we focus on  diluted shareholders’ common  e quity  per share as  our key  performance  benchmark . 4 MMA Capital Management, LLC Mission, Values and Performance 2011 YE 2012 YE 2013 YE 2014 YE 2015 3Q Diluted Common  Shareholders' Equity  Per Share $0.57  $5.25  $7.95  $12.51  $15.55 


     


     


    




• Prior to the Financial Crisis, we managed a full range of investment products  focused  on  multi - family  housing, solar facilities and other kinds of real estate and  infrastructure investments. • To survive the Financial  Crisis,  we sold  our capital intensive operating  businesses  at  significant losses  and focused our business on managing a pool of  leveraged tax - exempt  bonds  as well as  assets we could not  sell. • The assets we retained included  guaranteed tax  credit funds , a small  fund management  business in  South Africa, a few operating solar assets, and other  non - core assets.  • During  this  period,  primarily as a result of operating business sales, we realized substantial net  operating losses. • In  2013,  we sold our interest in  a pool of tax - exempt leveraged bonds for  cash  to  avoid value loss due to rising interest rates . • As part of this transaction, we retained most of the non - performing  assets in the  pool. • Since  2013,  we have  focused on: • Creating  value in the  non - performing assets; • Managing  the tax credit funds to minimize our guarantee  liability; • Growing  our South  Africa fund management business while maximizing the  promote  from its funds; • Selling non - core assets at  attractive prices . 5 MMA Capital Management, LLC MMAC Yesterday


     


     


    




• In 2014,  we took an important step to create a scalable  Affordable Housing asset  management business  by selling  our  tax credit funds to another tax credit asset  manager, Morrison Grove Management (“MGM”), and getting the option to buy the  combined business in the future. • In  late  2014,  we also took steps to  re - enter  the  Renewable Energy  finance space and  throughout 2015  have  grown the team and assets under management in that space. • In 2014 and  2015,  we have grown the South  Africa fund management business  to  include  three  investment  vehicles  and a  property management company  focused on  rental  housing. • Throughout  2015,  we have taken the opportunity to dispose of  non - performing  assets  at what  we believe are attractive  values . • As a result of these initiatives, our balance sheet has evolved as follows: 6 MMA Capital Management, LLC MMAC Yesterday, cont. (amounts in thousands except per share data) 2011 YE 2012 YE 2013 YE 2014 YE 2015 3Q Assets $1,843,663  $1,801,752  $1,015,358  $671,692  $624,536  Liabilities $1,138,613  $1,090,027  $476,499  $350,494  $331,328  Preferred Equity in a Subsidiary $155,033  $155,033  $0  $0  $0  Noncontrolling Interests $545,185  $511,791  $473,513  $229,714  $188,328  Common Equity $4,832  $44,901  $65,346  $91,484  $104,880  Diluted Common  Shareholders' Equity  Per Share $0.57  $5.25  $7.95  $12.51  $15.55 


     


     


    




• With the  General Electric Capital Corporation (“GE”)  transaction, our commitment  to managing investments in  affordable housing  is greatly expanded. • MMAC partnered with affiliates of Bank of America Corporation (collectively , “Bank of America”)  to acquire the GE Low Income Housing Tax Credit (“LIHTC”) portfolio. • MMAC and Bank of America are now partners in a joint venture which indirectly  owns interests in over 650 properties. • Bank of America will be allocated essentially all of the annual tax credits and net cash flow (after - fees) and will share in the residual value generated from the portfolio. • MMAC is guaranteeing the majority of  the tax credits  Bank of America is  expecting to receive . • When  combined with the  approximately 300 properties  in MGM  funds  which we  have the  option  to  purchase in the future,  we  have  investments in  over 950 affordable  housing properties  around the  U.S. • We  expect to create value for MMAC shareholders through fee  and residual value generated  from  these  portfolios . • Also as part of the GE transaction, we acquired financial instruments with a notional  amount of approximately $23 million secured by loans associated with assets from  the GE LIHTC portfolio. • Finally, as a result of the transaction we will own directly or have 99% LP interests in  five properties for which we have paid $9 million. 7 MMA Capital Management, LLC MMAC Today


     


     


    




• The GE LIHTC Portfolio and Associated Debt • The GE LIHTC portfolio includes interests in: ▪ 28 multi - investor funds with 446 properties; ▪ 30 proprietary funds with 165 properties; and ▪ 44 direct property investments. • There is also $23.4 million of loans secured by properties associated with the GE LIHTC portfolio. • The total purchase price was $244 million. • The Joint Venture • We formed a Joint Venture with Bank of America to acquire interests in all but five properties from  the GE LIHTC portfolio. ▪ The Joint Venture will not be consolidated by MMAC for financial reporting purposes. • Bank of America  made a  $211  million investment in the JV  and will be allocated  99.99% of  both the  tax credits  and the annual net cash flows from  the Joint Venture. • MMAC will receive an annual Asset Management fee equal to 2% of the Bank of America  investment. • After payment of guarantee and asset management fees, MMAC will be allocated 70% of residuals,  with the balance of 30% to Bank of America. 8 MMA Capital Management, LLC MMAC Today  – GE Transaction


     


     


    




• The Guarantee • MMAC  will  guarantee the majority of  the tax credits  projected to be earned by Bank of America  through 2020, with Bank of America retaining the risk on the balance of the tax credits. • MMAC will provide support for its guarantee to Bank of America by expanding an existing facility  with an additional collateral pledge of $10 million. • MMAC will receive a guarantee fee of 2% of the initial Bank of America investment amount.   • Bank of America will receive an upfront fee equal to 2% of their initial investment and will also  receive a fee equal to 20% of the realized residual value of the portfolio. • The Associated Debt • We acquired financial instruments with  a notional amount of approximately $23 million, secured by  loans associated with the GE LIHTC portfolio. • This debt is senior mortgage debt associated with properties in the GE LIHTC portfolio. ▪ The debt has a weighted average rate of 8%. • We expect these financial instruments to be outstanding for less than a year as the underlying debt is  expected to pay off in 2016.  We expect to earn approximately 4% on the notional amount while the  financial instruments are outstanding. 9 MMA Capital Management, LLC MMAC Today  – GE Transaction, cont.


     


     


    




• The Directly Owned Properties • We  will own directly or have 99% limited partner interests in five properties  from the GE  LIHTC portfolio outside the  JV. • On our balance sheet we will reflect one property as real - estate owned and the balance as  investments in partnership. • We purchased our interest in this portfolio for  $9 million. • We  will seek to maximize  the residual values of these properties,  which we anticipate to  occur over the next 24 months .  • Four  of the properties are located in Houston, TX, one in St. Louis, MO and one in  Honolulu, HI . ▪ The six properties have a total of 787 units. • MMAC will retain all of the residuals from the properties, net of fees. 10 MMA Capital Management, LLC MMAC Today  – GE Transaction, cont.


     


     


    




Moving forward we expect to grow our  diluted common equity  per share by: • Staying  true to our Mission and Values. • Collecting  interest income on bonds, loans and total return swaps  primarily  backed  by  affordable housing  and renewable energy. • Earning  fee and promote income on our funds in the United States  and South  Africa. • Managing, buying and selling  balance sheet and fund  assets to  maximize returns  and  minimize loss. • E xploring  opportunities in related  spaces. • Maximizing after - tax earnings by taking advantage of our net  operating  loss carry  forwards. • Managing  our  overhead  at a scale so that we are not compelled to  transact  if market  conditions are not  favorable. • Aggressively purchasing our shares in the marketplace when we think they are  undervalued. 11 MMA Capital Management, LLC MMAC Tomorrow


     


     


    




We believe all businesses are a work in progress and need constant innovation to  succeed. Those innovations often come as a result of asking important questions about  the business. These are some of the important questions we are asking ourselves: • How  do we get the most value out of our current  investments? • Can  we create additional funds in our areas of expertise? • Given recent tax law changes, what is next for our renewable finance business? • Can  we develop scale in South  and Sub - Saharan Africa ? • Is  there a solar opportunity for us in  South and Sub - Saharan Africa ? • What  are the opportunities that we can pursue based on our  organization’s  skill  set  and capital structure? 12 MMA Capital Management, LLC MMAC Tomorrow  – Important  Questions