Security Type

Security Class Title

Fee Calculation or Carry Forward Rule

Amount Registered⁽¹⁾

Proposed Maximum Offering Price Per Unit

Maximum Aggregate Offering Price⁽²⁾⁽³⁾

Fee Rate

Amount of Registration Fee

Carry Forward Form Type

Carry Forward File Number

Carry Forward Initial Effective Date

Filing Fee Previously Paid In Connection With Unsold Securities to be Carried Forward

Newly Registered Securities

Fees to Be Paid

Equity

Beneficial Unit Certificates Representing Assigned Limited Partnership Interests

–

–

–

–

–

–

Equity

Preferred Units Representing Limited Partnership Interests

Debt

Debt Securities

–

–

–

–

–

–

Unallocated (Universal) Shelf

–

457(o)

–

–

$300,000,000

$0.0001102

$33,060

Fees Previously Paid

Carry Forward Securities

Carry Forward Securities

Equity

Beneficial Unit Certificates Representing Assigned Limited Partnership Interests

415(a)(6)

(1)

–

S-3

333-235259

December 6, 2019

$14,785

Total Offering Amounts

$300,000,000

$33,060

Total Fees Previously Paid

$33,060

Total Fee Offsets

$14,785

Net Fee Due

$18,275

⁽¹⁾

There are being registered hereunder such presently indeterminate number of beneficial unit certificates representing assigned limited partnership interests (“BUCs”), preferred units representing limited partnership interests, and debt securities of America First Multifamily Investors, L.P. which may be offered and sold in such amount as shall result in an aggregate offering price not to exceed $300,000,000.  This Registration Statement also covers an indeterminate amount of securities, if applicable, as may be issued in exchange for, or upon conversion or exercise of, as the case may be, the securities registered hereunder, including, pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), any securities issuable upon a unit split, unit dividend, recapitalization, or similar event.

⁽²⁾

The maximum aggregate offering price has been estimated solely to calculate the registration fee in accordance with Rule 457(o) under the Securities Act.

⁽³⁾

Pursuant to Rule 415(a)(6) under the Securities Act, the securities registered pursuant to this Registration Statement include $161,678,750 of unissued and unsold securities (the “Unsold Securities”) previously registered by the registrant on the registrant’s expiring Registration Statement on Form S-3 (File No. 333-235259), filed by the registrant on November 26, 2019, and declared effective on December 6, 2019 (the “Prior Registration Statement”).  The Prior Registration Statement registered BUCs for a proposed maximum aggregate offering price of $225,000,000.  In connection with the Prior Registration Statement, the registrant previously paid a registration fee of $14,785 in respect of the Unsold Securities.  Pursuant to Rule 457(p) of the Securities Act, the registrant hereby applies these unused registration fees from the Prior Registration Statement to offset the registration fees associated with this Registration Statement.  To the extent that, after the filing date hereof and prior to the effectiveness of this Registration Statement, the registrant sells any Unsold Securities pursuant to the Prior Registration Statement, the registrant will identify in a pre-effective amendment to this Registration Statement the updated amount of Unsold Securities from the Prior Registration Statement to be included in this Registration Statement pursuant to Rule 415(a)(6) and the updated amount of any new securities to be registered on this Registration Statement.  Pursuant to Rule 415(a)(6) under the Securities Act, the offering of the Unsold Securities under the Prior Registration Statement will be deemed terminated as of the date of effectiveness of this Registration Statement.  As a result of the above, $18,275 of new registration fees are payable in connection with the offering of new securities under this Registration Statement.

Registrant or Filer Name

Form or Filing Type

File Number

Initial Filing Date

Filing Date

Fee Offset Claimed

Security Type Associated with Fee Offset Claimed

Security Title Associated with Fee Offset Claimed

Unsold Securities Associated with Fee Offset Claimed

Unsold Aggregate Offering Amount Associated with Fee Offset Claimed

Fee Paid with Fee Offset Source

Rules 457(b) and 0-11(a)(2)

Fees Offset Claims

Fees Offset Sources

Rule 457(p)

Fees Offset Claims

America First Multifamily Investors, L.P.

S-3

333-235259

11/26/2019 (effective 12/6/2019)

$14,785

Equity

Beneficial Unit Certificates Representing Assigned Limited Partnership Interests

$161,678,750

$161,678,750

Fees Offset Sources

America First Multifamily Investors, L.P.

S-3

333-235259

11/26/2019 (effective 12/6/2019)

$14,785 ⁽¹⁾

⁽¹⁾

See Note (3) under Table 1 above.