Exhibit 3.1

CERTIFICATE OF LIMITED PARTNERSHIP

OF

AMERICA FIRST TAX EXEMPT INVESTORS, L.P.

America First Capital Associates Limited Partnership Two, (the “General Partner”) makes and signs the following certificate for the purpose of forming a limited partnership pursuant to Section 17-201 of the Delaware Revised Uniform Partnership Act.

1.           The name of the limited partnership is America First Tax Exempt Investors, L.P. (the “Partnership”).

2.           The name and address of the Partnership’s agent for service of process in the State of Delaware is The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801.

3.           The address of the Partnership’s principal office is 1004 Farnam Street, Suite 400, Omaha, Nebraska 68102.

4.           The name and business address of the Partnership’s General Partner is America First Capital Associates Limited Partnership Two, Suite 400, 1004 Farnam Street, Omaha, Nebraska 68102.

5.           This Certificate of Limited Partnership shall be effective as of the date of its filing in the Office of Secretary of State of Delaware.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Limited Partnership as of the 2nd   day of April, 1998.

	AMERICA FIRST CAPITAL ASSOCIATES LIMITED PARTNERSHIP TWO, General Partner
	By:	America First Companies L.L.C., General Partner
	By:	/s/ Michael Thesing
		Michael Thesing, Vice President

 

 

 

 

Exhibit 3.2

 

STATE OF DELAWARE

AMENDMENT TO THE CERTIFICATE OF

LIMITED PARTNERSHIP

 

The undersigned, desiring to amend the Certificate of Limited Partnership pursuant to the provisions of Section 17-202 of the Revised Uniform Limited Partnership Act of the State of Delaware, does hereby certify as follows:

 

FIRST: The name of the Limited Partnership is America First Tax Exempt Investors, L.P.

 

SECOND: Article 1 of the Certificate of Limited Partnership shall be amended as follows:

 

1.   The name of the limited partnership is America First Multifamily Investors, L.P. (the “Partnership”).

 

IN WITNESS WHEREOF, the undersigned executed this Amendment to the Certificate of Limited Partnership on this 12 th day of November, A.D. 2013.

	AMERICA FIRST TAX EXEMPT INVESTORS, L.P.
	By:	America First Capital Associates Limited Partnership Two, its General Partner
	By:	The Burlington Capital Group LLC, General Partner of America First Capital Associates Limited Partnership Two
	By:	/s/ Lisa Y. Roskens
		Name: Lisa Y. Roskens
		Title: Chief Executive Officer

 

 

 

 

 

Exhibit 3.4

 

 

AMENDMENT TO

AGREEMENT OF LIMITED PARTNERSHIP OF

AMERICA FIRST TAX EXEMPT INVESTORS, L.P.

 

This AMENDMENT (the “ Amendment ”) TO AGREEMENT OF LIMITED PARTNERSHIP OF AMERICA FIRST TAX EXEMPT INVESTORS, L.P. (the “ Partnership ”) dated as of November 12, 2013, is entered into by America First Capital Associates Limited Partnership Two, a Delaware limited partnership (the “ General Partner ”), as general partner of the Partnership.  Capitalized terms used but not defined herein are used as defined in the Agreement of Limited Partnership of the Partnership dated as of October 1, 1998 (the “ Partnership Agreement ”).

 

WHEREAS, Section 5.02(a) of the Partnership Agreement provides that the General Partner is authorized, among other things, to amend the Partnership’s certificate of limited partnership (the “ Certificate ”) and to amend the Partnership Agreement as provided in Section 12.03 therein, and that the General Partner is also authorized to engage in any activity necessary or incidental to, or in connection with, the accomplishment of the purposes of the Partnership; and

 

WHEREAS, Section 5.02(b) of the Partnership Agreement provides that, with respect to its obligations, powers, and responsibilities under the Partnership Agreement, the General Partner is authorized to execute and deliver, for and on behalf of the Partnership, such documents as it deems proper, all on such terms and conditions as it deems proper; and

 

WHEREAS, the Board of Managers of The Burlington Capital Group, LLC, which is the general partner of the General Partner of the Partnership, has authorized and instructed the General Partner and its authorized agents, officers, and representatives, to take all actions necessary, desirable, or appropriate to change the name of the Partnership from “America First Tax Exempt Investors, L.P.” to “America First Multifamily Investors, L.P.”; and

 

WHEREAS, Section 12.03(a) of the Partnership Agreement provides that the General Partner, without the approval of the Limited Partners or the BUC Holders, under certain circumstances, which the General Partner has determined are applicable to this Amendment, may amend the Agreement and the Certificate, and, among other things, prepare, file, and record such documents and certificates under the Act and in any other jurisdiction under the laws of which the Partnership is qualified as shall be required in making such amendments; and

 

WHEREAS, on November 12, 2013 the General Partner filed an amendment to the Partnership’s Certificate in the office of the Secretary of State of the State of Delaware effecting such change in the Partnership’s name effective November 12, 2013; and

 

WHEREAS, the General Partner intends to amend the Partnership Agreement to reflect the matters referred to above.

 

NOW, THEREFORE, the General Partner does hereby amend the Partnership Agreement as follows:

 

 

 

Section 1.   Amendments .

 

(a)   The name of the Partnership Agreement is hereby amended and restated as follows:

 

“America First Multifamily Investors, L.P. Agreement of Limited Partnership.”

 

(b)   Article I of the Partnership Agreement is hereby amended to restate the following definition in its entirety:

 

““ Partnership ” means the limited partnership created by this Agreement and known as America First Multifamily Investors, L.P., as said limited partnership may from time to time be constituted.”

 

(c)    The first sentence of Section 2.01 of the Partnership Agreement is hereby amended and restated in its entirety as follows:

 

“The Partners have caused the formation of a limited partnership pursuant to the Act under the name of “America First Multifamily Investors, L.P.””

 

Section 2.   Ratification of Partnership Agreement .   Except as expressly modified and amended herein, all of the terms and conditions of the Partnership Agreement shall remain in full force and effect.

 

Section 3.   General Authority .   The appropriate agents, officers, and representatives of the General Partner are hereby authorized to make such clarifying and conforming changes as they deem necessary or appropriate, and to interpret the Partnership Agreement, to give effect to the intent and purposes of this Amendment.

 

Section 4.     Governing Law .   This Amendment shall be governed by and construed and enforced in accordance with the internal laws of the State of Delaware.

 

 

 

[Signature Page Follows]

 

IN WITNESS WHEREOF, the General Partner has executed this Amendment as of the date first set forth above.

 
 

	GENERAL PARTNER:
	AMERICA FIRST CAPITAL ASSOCIATES LIMITED PARTNERSHIP TWO
	By:	The Burlington Capital Group LLC, its General Partner
	By:	/s/ Lisa Y. Roskens
		Name: Lisa Y. Roskens
		Title: Chief Executive Officer

 

 

 

 

 

 

3