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Item 5. Other Information

2023-01-19 compared with 2022-08-05 · 42 added, 18 removed, 36 unchanged (63% of the section changed)

Other Information

On December 5, 2022, Andrew Bloch , the Chief Financial Officer (“CFO”) of The Hamilton Company, Inc., which has been engaged by the Partnership to manage the properties of the Partnership, resigned as Chief Financial Officer.

Bloch remains as a director of NewReal, Inc., the general partner of the Partnership, and of Hamilton.

Bloch’s decision to resign as CFO is not the result of any disagreement with the Partnership on any matter relating to the Partnership’s operations, policies, or practices.

Bloch has served as CFO of Hamilton since 1998.

Effective as of December 5, 2022, the Board of Directors of Hamilton elected Karen N.

Zermani as CFO of Hamilton to fill the vacancy created by the resignation of Mr.

Bloch as CFO.

Prior to joining The Hamilton Company, Inc.

Zermani served as CFO of ClearPlan LLC since 2021.

Prior to ClearPlan LLC, Ms.

Zermani served as Vice President of Investments for Benchmark Senior Living from 2017 to 2021.

Zermani served as Chief Financial Officer of Maplewood Senior Living from 2016 to 2017 and as Managing Director of Finance and Accounting for Blue Moon Capital Partners from 2015 to 2016.

Zermani served as Chief Financial Officer for the Kensington Investment Company from 2012 to 2015.

Zermani received her BA from the University of Pennsylvania, her MA from the University of Pennsylvania’s Fels Center of Government and her MBA from the MIT Sloan School of Management.

On December 19, 2022, a class action was commenced in the United States District Court for the District of Massachusetts against a number of parties, including the Company:

Billie Jo White v.

RealPage, Inc., et al, Case No.

1:22-cv-12134, United States District Court, District of Massachusetts (“RealPage Litigation”).

The first named defendant, RealPage, Inc., is allegedly the developer of a certain software platform known as “AI Revenue Management” (previously known as “YieldStar”).

In addition to RealPage, the Complaint names as defendants several companies, including the Company, allegedly owning, operating and/or managing residential real estate in the Greater Boston Metro Area (collectively, “Defendant Property Managers”).

The Complaint alleges that through the combined use of RealPage’s revenue management services, which allegedly included collecting non-public data regarding various factors influencing rents and generating a suggested rental price for each of the units controlled by a Defendant Property Manager using its services, the Defendant Property Managers constitute a rental “price-fixing cartel” in violation of federal and state anti-trust laws.

The Complaint seeks class certification and unspecified damages, trebled, together with attorney’s fees and other injunctive relief.

No class has yet been certified.

The Company disputes the allegations made against it and intends to vigorously defend the lawsuit.

The named Defendant Property Managers are the following:

Greystar Real Estate Partners, LLC;

Cushman & Wakefield, Inc.;

Lincoln Property Company;

Peabody Properties, Inc.;

New England Realty Associates Limited Partnership;

WinnCompanies LLC and WinnResidential Manager Corp.;

SHP Management Corp.;

The Related Companies, Inc.

and Simpson Property Group, LLLP.

See the exhibit index below.

1 unchanged sentence

Description of Exhibit

Rate Lock Authorization Agreements dated as of April 25, 2022, by and between Keybank National Associates as the Lender, and New England Realty Associates Limited Partnership as the Borrower.

Reaffirmation, Joinder and First Amendment to the Master Credit Facility Agreement dated as of June 16, 2022, by and between Keybank National Association as the Lender, and New England Realty Associates Limited Partnership as the Borrower.

Multifamily Note, Mortgage, dated June 16, 2022 by and between New England Realty Associates Limited Partnership and Keybank National Association.

Assignment of Leases and Rents and Security Agreement and Fixture Filings dated June 16, 2022 by and between New England Realty Associates Limited Partnership and Keybank National Association.

Multifamily Note, Mortgage, Assignment of Leases and Rents and Security Agreement and Fixture Filings dated June 16, 2022 by and between New England Realty Associates Limited Partnership and Keybank National Association.

Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of Ronald Brown, Principal Executive Officer of the Partnership (President and a Director of NewReal, Inc., sole General Partner of the Partnership) .

4 unchanged sentences

Cover Page Interactive Data File – The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

(1) Incorporated herein by reference to Exhibit 10.1 to the Partnership’s Current Report on Form 8-K as filed with the Securities and Exchange Commission on April 29, 2022.

(2) Incorporated herein by reference to Exhibit 10.1 to the Partnership’s Current Report on Form 8-K as filed with the Securities and Exchange Commission on June 22, 2022.

(3) Incorporated herein by reference to Exhibit 10.2 to the Partnership’s Current Report on Form 8-K as filed with the Securities and Exchange Commission on June 22, 2022.

(4) Incorporated herein by reference to Exhibit 10.2.1 to the Partnership’s Current Report on Form 8-K as filed with the Securities and Exchange Commission on June 22, 2022.

(5) Incorporated herein by reference to Exhibit 10.2.2 to the Partnership’s Current Report on Form 8-K as filed with the Securities and Exchange Commission on June 22, 2022.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

4 unchanged sentences

Ronald Brown, President

August 5, 2022

January 19, 2023

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

1 unchanged sentence

President and Director of the General Partner

August 5 2022

January 19, 2023

(Principal Executive Officer)

1 unchanged sentence

Treasurer and Director of the General Partner

August 5, 2022

January 19, 2023

Jameson Brown

2 unchanged sentences