**Exhibit23**

 

IndependentAuditor’s Report

 

To the Partners

BEAUREGARD APARTMENTSPARTNERSHIP

 

We have audited theaccompanying balance sheets of BEAUREGARD APARTMENTS PARTNERSHIP, A LOUISIANAPARTNERSHIP IN COMMENDAM (the partnership), as of December 31, 2006 and2005, and the related statements of operations, changes in partners’ equity(deficit), and cash flows for the years then ended.  These financial statements are theresponsibility of the partnership’s management. Our responsibility is to express an opinion on these financialstatements based on our audits.

 

We conducted our auditsin accordance with the standards of the Public Accounting Oversight Board(United States).  Those standards requirethat we plan and perform the audits to obtain reasonable assurance aboutwhether the financial statements are free of material misstatement.  The partnership has determined that it is notrequired to have, nor were we engaged to perform, an audit of its internalcontrol over financial reporting.  Ouraudits included consideration of internal control over financial reporting as abasis for designing audit procedures that are appropriate in the circumstances,but not for the purpose of expressing an opinion on the effectiveness of thepartnership’s internal control over financial reporting.  Accordingly, we express no such opinion.  An audit includes examining, on a test basis,evidence supporting the amounts and disclosures in the financialstatements.  An audit also includesassessing the accounting principles used and significant estimates made bymanagement, as well as evaluating the overall financial statementpresentation.  We believe that our auditsprovide a reasonable basis for our opinion.

 

In our opinion, thefinancial statements referred to above present fairly, in all materialrespects, the financial position of BEAUREGARD APARTMENTS PARTNERSHIP as of December 31,2006 and 2005, and the results of its operations, changes in partners’ equityand cash flows for the years then ended in conformity with accountingprinciples generally accepted in the United States of America.

 

Pailet, Meunier andLeBlanc LLP

Metairie, Louisiana

 

March 5, 2007

 

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IndependentAuditor’s Report

 

To the Partners

BROOKHAVEN APARTMENTSPARTNERSHIP

 

We have audited theaccompanying balance sheets of BROOKHAVEN APARTMENTS PARTNERSHIP, A LOUISIANAPARTNERSHIP IN COMMENDAM (the partnership), as of December 31, 2006 and2005, and the related statements of operations, changes in partners’ equity(deficit), and cash flows for the years then ended.  These financial statements are theresponsibility of the partnership’s management. Our responsibility is to express an opinion on these financialstatements based on our audits.

 

We conducted our auditsin accordance with the standards of the Public Accounting Oversight Board(United States).  Those standards requirethat we plan and perform the audits to obtain reasonable assurance aboutwhether the financial statements are free of material misstatement.  The partnership has determined that it is notrequired to have, nor were we engaged to perform, an audit of its internalcontrol over financial reporting.  Ouraudits included consideration of internal control over financial reporting as abasis for designing audit procedures that are appropriate in the circumstances,but not for the purpose of expressing an opinion on the effectiveness of thepartnership’s internal control over financial reporting.  Accordingly, we express no such opinion.  An audit includes examining, on a test basis,evidence supporting the amounts and disclosures in the financialstatements.  An audit also includesassessing the accounting principles used and significant estimates made bymanagement, as well as evaluating the overall financial statementpresentation.  We believe that our auditsprovide a reasonable basis for our opinion.

 

In our opinion, thefinancial statements referred to above present fairly, in all materialrespects, the financial position of BROOKHAVEN APARTMENTS PARTNERSHIP as of December 31,2006 and 2005, and the results of its operations, changes in partners’ equityand cash flows for the years then ended in conformity with accountingprinciples generally accepted in the United States of America.

 

Pailet, Meunier andLeBlanc LLP

Metairie, Louisiana

 

March 20, 2007

 

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IndependentAuditor’s Report

 

To the Partners

CAMERON PLACE APARTMENTSPARTNERSHIP

 

We have audited theaccompanying balance sheets of CAMERON PLACE APARTMENTS PARTNERSHIP, ALOUISIANA PARTNERSHIP IN COMMENDAM (the partnership), as of December 31,2006 and 2005, and the related statements of operations, changes in partners’equity (deficit), and cash flows for the years then ended.  These financial statements are theresponsibility of the partnership’s management. Our responsibility is to express an opinion on these financialstatements based on our audits.

 

We conducted our auditsin accordance with the standards of the Public Accounting Oversight Board(United States).  Those standards requirethat we plan and perform the audits to obtain reasonable assurance aboutwhether the financial statements are free of material misstatement.  The partnership has determined that it is notrequired to have, nor were we engaged to perform, an audit of its internal controlover financial reporting.  Our auditsincluded consideration of internal control over financial reporting as a basisfor designing audit procedures that are appropriate in the circumstances, butnot for the purpose of expressing an opinion on the effectiveness of thepartnership’s internal control over financial reporting.  Accordingly, we express no such opinion.  An audit includes examining, on a test basis,evidence supporting the amounts and disclosures in the financialstatements.  An audit also includesassessing the accounting principles used and significant estimates made bymanagement, as well as evaluating the overall financial statementpresentation.  We believe that our auditsprovide a reasonable basis for our opinion.

 

In our opinion, thefinancial statements referred to above present fairly, in all materialrespects, the financial position of CAMERON PLACE APARTMENTS PARTNERSHIP as of December 31,2006 and 2005, and the results of its operations, changes in partners’ equityand cash flows for the years then ended in conformity with accountingprinciples generally accepted in the United States of America.

 

Pailet, Meunier andLeBlanc LLP

Metairie, Louisiana

 

March 6, 2007

 

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IndependentAuditor’s Report

 

To the Partners

SOUTHWIND APARTMENTSPARTNERSHIP

 

We have audited the accompanyingbalance sheets of SOUTHWIND APARTMENTS PARTNERSHIP, A LOUISIANA PARTNERSHIP INCOMMENDAM (the partnership), as of December 31, 2006 and 2005, and therelated statements of operations, changes in partners’ equity (deficit), andcash flows for the years then ended. These financial statements are the responsibility of the partnership’smanagement.  Our responsibility is toexpress an opinion on these financial statements based on our audits.

 

We conducted our auditsin accordance with the standards of the Public Accounting Oversight Board(United States).  Those standards requirethat we plan and perform the audits to obtain reasonable assurance aboutwhether the financial statements are free of material misstatement.  The partnership has determined that it is notrequired to have, nor were we engaged to perform, an audit of its internalcontrol over financial reporting.  Ouraudits included consideration of internal control over financial reporting as abasis for designing audit procedures that are appropriate in the circumstances,but not for the purpose of expressing an opinion on the effectiveness of thepartnership’s internal control over financial reporting.  Accordingly, we express no such opinion.  An audit includes examining, on a test basis,evidence supporting the amounts and disclosures in the financialstatements.  An audit also includesassessing the accounting principles used and significant estimates made bymanagement, as well as evaluating the overall financial statement presentation. We believe that our audits provide areasonable basis for our opinion.

 

In our opinion, thefinancial statements referred to above present fairly, in all materialrespects, the financial position of SOUTHWIND APARTMENTS PARTNERSHIP as of December 31,2006 and 2005, and the results of its operations, changes in partners’ equityand cash flows for the years then ended in conformity with accountingprinciples generally accepted in the United States of America.

 

Pailet, Meunier andLeBlanc LLP

Metairie, Louisiana

 

March 12, 2007

 

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IndependentAuditor’s Report

 

To the Partners

T.R. BOBB APARTMENTSPARTNERSHIP

 

We have audited theaccompanying balance sheets of T.R. BOBB APARTMENTS PARTNERSHIP, A LOUISIANAPARTNERSHIP IN COMMENDAM (the partnership), as of December 31, 2006 and2005, and the related statements of operations, changes in partners’ equity(deficit), and cash flows for the years then ended.  These financial statements are theresponsibility of the partnership’s management. Our responsibility is to express an opinion on these financialstatements based on our audits.

 

We conducted our auditsin accordance with the standards of the Public Accounting Oversight Board(United States).  Those standards requirethat we plan and perform the audits to obtain reasonable assurance aboutwhether the financial statements are free of material misstatement.  The partnership has determined that it is notrequired to have, nor were we engaged to perform, an audit of its internalcontrol over financial reporting.  Our auditsincluded consideration of internal control over financial reporting as a basisfor designing audit procedures that are appropriate in the circumstances, butnot for the purpose of expressing an opinion on the effectiveness of thepartnership’s internal control over financial reporting.  Accordingly, we express no such opinion.  An audit includes examining, on a test basis,evidence supporting the amounts and disclosures in the financialstatements.  An audit also includesassessing the accounting principles used and significant estimates made bymanagement, as well as evaluating the overall financial statementpresentation.  We believe that our auditsprovide a reasonable basis for our opinion.

 

In our opinion, thefinancial statements referred to above present fairly, in all materialrespects, the financial position of T.R. BOBB APARTMENTS PARTNERSHIP as of December 31,2006 and 2005, and the results of its operations, changes in partners’ equityand cash flows for the years then ended in conformity with accountingprinciples generally accepted in the United States of America.

 

Pailet, Meunier andLeBlanc LLP

Metairie, Louisiana

 

March 13, 2007

 

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INDEPENDENT AUDITORS’ REPORT

 

To the Partners of

Escher SRO Project, L.P.

(HUD Project No. NJ-39-K087-020-2)

 

We have audited theaccompanying balance sheets of Escher SRO Project, L.P. (HUD Project No. NJ-39-K087-020-2)(the “Partnership”) as of December 31, 2007 and 2006 and the relatedstatements of operations, changes in partners’ capital and cash flows for theyears then ended. These financial statements are the responsibility of thePartnership’s management. Our responsibility is to express an opinion on thesefinancial statements based on our audits.

 

We conducted our auditsin accordance with the standards of the Public Company Accounting OversightBoard (United States) and the standards applicable to financial auditscontained in *Government Auditing Standards*issuedby the Comptroller General of the United States. Those standards require thatwe plan and perform the audit to obtain reasonable assurance about whether thefinancial statements are free of material misstatement. The Partnership hasdetermined that it is not required to have, nor were we engaged to perform, anaudit of its internal control over financial reporting. Our audit includedconsideration of internal control over financial reporting as a basis fordesigning audit procedures that are appropriate in the circumstances, but notfor the purpose of expressing an opinion on the effectiveness of thePartnership’s internal control over financial reporting. Accordingly, weexpress no such opinion. An audit includes examining, on a test basis, evidencesupporting the amounts and disclosures in the financial statements. An auditalso includes assessing the accounting principles used and significantestimates made by management, as well as evaluating the overall financialstatement presentation. We believe that our audits provide a reasonable basisfor our opinion.

 

In our opinion, thefinancial statements referred to above present fairly, in all materialrespects, the financial position of Escher SRO Project, L.P. (HUD Project No. NJ-39-K087-020-2)as of December 31, 2007 and 2006, and the results of its operations andits cash flows for the years then ended, in conformity with accountingprinciples generally accepted in the United States of America.

 

In accordance with *Government Auditing Standards,*we have also issued ourreports dated February 28, 2008 on our consideration of Escher SROProject, LP’s internal control, its compliance with specific requirementsapplicable to major HUD programs, and specific requirements applicable to FairHousing and Non-Discrimination. The purpose of these reports is to describe thescope of our testing of internal control over financial reporting andcompliance and the results of that testing and not to provide an opinion on theinternal control over financial reporting or on compliance. These reports arean integral part of an audit performed in accordance with *GovernmentAuditing Standards*and should be read in conjunction with thisreport in considering the results of our audits.

 

 

Rothstein, Kass &Company, P.C.

Roseland, New Jersey

 

February 28, 2008

 

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REPORT OF INDEPENDENTREGISTERED PUBLIC ACCOUNTING FIRM

 

To the Partners

Northrock HousingAssociates, Limited Partnership

 

We have audited theaccompanying balance sheets of Northrock housing Associates, LimitedPartnership as of December 31, 2007 and 2006, and the.related statementsof operations, partners’ equity, and cash flows for the years then ended. Thesefinancial statements are the responsibility of the partnership’s management.Our responsibility is to express an opinion on these financial statements basedon our audits.

 

We conducted our auditsin accordance with the standards of the Public Company Accounting OversightBoard (United States). Those standards require that we plan and perform theaudits to obtain reasonable assurance about whether the financial statementsare free of material misstatement. The partnership has determined that it isnot required to have, nor were we engaged to perform, an audit of its internalcontrol over financial reporting. Our audits included consideration of internalcontrol over financial reporting as a basis for designing audit procedures thatare appropriate in the circumstances, but not for the purpose of expressing anopinion on the effectiveness of the partnership’s internal control overfinancial reporting. Accordingly, we express no such opinion. An audit includesexamining, on a test basis, evidence supporting the amounts and disclosures inthe financial statements. An audit also includes assessing the accountingprinciples used and significant estimates made by management, as well asevaluating the overall financial statement presentation. We believe that ouraudits provide a reasonable basis for our opinion.

 

In our opinion, thefinancial statements referred to above present fairly, in all materialrespects, the financial position of Northrock Housing Associates, LimitedPartnership as of December 31, 2007 and 2006, and the results of itsoperations and its cash flows for the years then ended in conformity withaccounting principles generally accepted in the United States of America.

 

 

Mayer Hoffman McCann P.C.

Topeka, Kansas

 

 

February 15, 2008

 

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Independent Auditor’sReport

 

To the Partners

JACKSON PLACE APARTMENTSPARTNERSHIP

 

We have audited theaccompanying balance sheets of JACKSON PLACE APARTMENTS PARTNERSHIP, ALOUISIANA PARTNERSHIP IN COMMENDAM (the partnership), as of December 31,2006 and 2005, and the related statements of operations, changes in partners’equity (deficit), and cash flows for the years then ended.  These financial statements are theresponsibility of the partnership’s management. Our responsibility is to express an opinion on these financialstatements based on our audits.

 

We conducted our auditsin accordance with the standards of the Public Accounting Oversight Board(United States).  Those standards requirethat we plan and perform the audits to obtain reasonable assurance aboutwhether the financial statements are free of material misstatement.  The partnership has determined that it is notrequired to have, nor were we engaged to perform, an audit of its internalcontrol over financial reporting.  Ouraudits included consideration of internal control over financial reporting as abasis for designing audit procedures that are appropriate in the circumstances,but not for the purpose of expressing an opinion on the effectiveness of thepartnership’s internal control over financial reporting.  Accordingly, we express no such opinion.  An audit includes examining, on a test basis,evidence supporting the amounts and disclosures in the financialstatements.  An audit also includesassessing the accounting principles used and significant estimates made bymanagement, as well as evaluating the overall financial statementpresentation.  We believe that our auditsprovide a reasonable basis for our opinion.

 

In our opinion, thefinancial statements referred to above present fairly, in all materialrespects, the financial position of JACKSON PLACE APARTMENTS PARTNERSHIP as of December 31,2006 and 2005, and the results of its operations, changes in partners’ equityand cash flows for the years then ended in conformity with accountingprinciples generally accepted in the United States of America.

 

Pailet, Meunier andLeBlanc LLP

Metairie, Louisiana

 

March 8, 2007

 

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IndependentAuditor’s Report

 

To the Partners

MAPLEWOOD APARTMENTSPARTNERSHIP

 

We have audited theaccompanying balance sheets of MAPLEWOOD APARTMENTS PARTNERSHIP, A LOUISIANAPARTNERSHIP IN COMMENDAM (the partnership), as of December 31, 2006 and2005, and the related statements of operations, changes in partners’ equity(deficit), and cash flows for the years then ended.  These financial statements are theresponsibility of the partnership’s management. Our responsibility is to express an opinion on these financialstatements based on our audits.

 

We conducted our auditsin accordance with the standards of the Public Accounting Oversight Board(United States).  Those standards requirethat we plan and perform the audits to obtain reasonable assurance aboutwhether the financial statements are free of material misstatement.  The partnership has determined that it is notrequired to have, nor were we engaged to perform, an audit of its internalcontrol over financial reporting.  Ouraudits included consideration of internal control over financial reporting as abasis for designing audit procedures that are appropriate in the circumstances,but not for the purpose of expressing an opinion on the effectiveness of thepartnership’s internal control over financial reporting.  Accordingly, we express no such opinion.  An audit includes examining, on a test basis,evidence supporting the amounts and disclosures in the financialstatements.  An audit also includesassessing the accounting principles used and significant estimates made bymanagement, as well as evaluating the overall financial statementpresentation.  We believe that our auditsprovide a reasonable basis for our opinion.

 

In our opinion, thefinancial statements referred to above present fairly, in all materialrespects, the financial position of MAPLEWOOD APARTMENTS PARTNERSHIP as of December 31,2006 and 2005, and the results of its operations, changes in partners’ equityand cash flows for the years then ended in conformity with accountingprinciples generally accepted in the United States of America.

 

Pailet, Meunier and LeBlancLLP

Metairie, Louisiana

 

March 19, 2007

 

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IndependentAuditor’s Report

 

To the Partners

EDGEWOOD APARTMENTSPARTNERSHIP

 

We have audited theaccompanying balance sheets of EDGEWOOD APARTMENTS PARTNERSHIP, A LOUISIANAPARTNERSHIP IN COMMENDAM (the partnership), as of December 31, 2006 and2005, and the related statements of operations, changes in partners’ equity(deficit), and cash flows for the years then ended.  These financial statements are theresponsibility of the partnership’s management. Our responsibility is to express an opinion on these financialstatements based on our audits.

 

We conducted our auditsin accordance with the standards of the Public Accounting Oversight Board(United States).  Those standards requirethat we plan and perform the audits to obtain reasonable assurance aboutwhether the financial statements are free of material misstatement.  The partnership has determined that it is notrequired to have, nor were we engaged to perform, an audit of its internalcontrol over financial reporting.  Ouraudits included consideration of internal control over financial reporting as abasis for designing audit procedures that are appropriate in the circumstances,but not for the purpose of expressing an opinion on the effectiveness of thepartnership’s internal control over financial reporting.  Accordingly, we express no such opinion.  An audit includes examining, on a test basis,evidence supporting the amounts and disclosures in the financialstatements.  An audit also includesassessing the accounting principles used and significant estimates made bymanagement, as well as evaluating the overall financial statementpresentation.  We believe that our auditsprovide a reasonable basis for our opinion.

 

In our opinion, thefinancial statements referred to above present fairly, in all materialrespects, the financial position of EDGEWOOD APARTMENTS PARTNERSHIP as of December 31,2006 and 2005, and the results of its operations, changes in partners’ equityand cash flows for the years then ended in conformity with accountingprinciples generally accepted in the United States of America.

 

Pailet, Meunier andLeBlanc LLP

Metairie, Louisiana

 

March 27, 2007

 

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Independent Auditor’sReport

 

To the Partners

PALMETTO PLACE APARTMENTS PARTNERSHIP

 

We have audited the accompanying balance sheets of PALMETTO PLACEAPARTMENTS PARTNERSHIP, A LOUISIANA PARTNERSHIP IN COMMENDAM (the partnership),as of December 31, 2006 and 2005, and the related statements ofoperations, changes in partners’ equity (deficit), and cash flows for the yearsthen ended.  These financial statementsare the responsibility of the partnership’s management.  Our responsibility is to express an opinionon these financial statements based on our audits.

 

We conducted our audits in accordance with the standards of the PublicAccounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtainreasonable assurance about whether the financial statements are free ofmaterial misstatement.  The partnershiphas determined that it is not required to have, nor were we engaged to perform,an audit of its internal control over financial reporting.  Our audits included consideration of internalcontrol over financial reporting as a basis for designing audit procedures thatare appropriate in the circumstances, but not for the purpose of expressing anopinion on the effectiveness of the partnership’s internal control overfinancial reporting.  Accordingly, weexpress no such opinion.  An auditincludes examining, on a test basis, evidence supporting the amounts anddisclosures in the financial statements. An audit also includes assessing the accounting principles used andsignificant estimates made by management, as well as evaluating the overallfinancial statement presentation.  Webelieve that our audits provide a reasonable basis for our opinion.

 

In our opinion, the financial statements referred to above present fairly,in all material respects, the financial position of PALMETTO PLACE APARTMENTSPARTNERSHIP as of December 31, 2006 and 2005, and the results of itsoperations, changes in partners’ equity and cash flows for the years then endedin conformity with accounting principles generally accepted in the UnitedStates of America.

 

Pailet, Meunier and LeBlanc LLP

Metairie, Louisiana

 

March 10, 2007

 

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Independent Auditor’sReport

 

To the Partners

WESTFIELD APARTMENTS PARTNERSHIP

 

We have audited the accompanying balance sheets of WESTFIELD APARTMENTSPARTNERSHIP, A LOUISIANA PARTNERSHIP IN COMMENDAM (the partnership), as of December 31,2006 and 2005, and the related statements of operations, changes in partners’equity (deficit), and cash flows for the years then ended.  These financial statements are theresponsibility of the partnership’s management. Our responsibility is to express an opinion on these financialstatements based on our audits.

 

We conducted our audits in accordance with the standards of the PublicAccounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtainreasonable assurance about whether the financial statements are free ofmaterial misstatement.  The partnershiphas determined that it is not required to have, nor were we engaged to perform,an audit of its internal control over financial reporting.  Our audits included consideration of internalcontrol over financial reporting as a basis for designing audit procedures thatare appropriate in the circumstances, but not for the purpose of expressing anopinion on the effectiveness of the partnership’s internal control overfinancial reporting.  Accordingly, weexpress no such opinion.  An auditincludes examining, on a test basis, evidence supporting the amounts anddisclosures in the financial statements. An audit also includes assessing the accounting principles used andsignificant estimates made by management, as well as evaluating the overallfinancial statement presentation.  Webelieve that our audits provide a reasonable basis for our opinion.

 

In our opinion, the financial statements referred to above presentfairly, in all material respects, the financial position of WESTFIELDAPARTMENTS PARTNERSHIP as of December 31, 2006 and 2005, and the resultsof its operations, changes in partners’ equity and cash flows for the yearsthen ended in conformity with accounting principles generally accepted in theUnited States of America.

 

Pailet, Meunier and LeBlanc LLP

Metairie, Louisiana

 

March 13, 2007

 

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Independent Auditor’sReport

 

To the Partners

FOREST PARK APARTMENTS PARTNERSHIP

 

We have audited the accompanying balance sheets of FOREST PARKAPARTMENTS PARTNERSHIP, A LOUISIANA PARTNERSHIP IN COMMENDAM (the partnership),as of December 31, 2006 and 2005, and the related statements ofoperations, changes in partners’ equity (deficit), and cash flows for the yearsthen ended.  These financial statementsare the responsibility of the partnership’s management.  Our responsibility is to express an opinionon these financial statements based on our audits.

 

We conducted our audits in accordance with the standards of the PublicAccounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtainreasonable assurance about whether the financial statements are free ofmaterial misstatement.  The partnershiphas determined that it is not required to have, nor were we engaged to perform,an audit of its internal control over financial reporting.  Our audits included consideration of internalcontrol over financial reporting as a basis for designing audit procedures thatare appropriate in the circumstances, but not for the purpose of expressing anopinion on the effectiveness of the partnership’s internal control overfinancial reporting.  Accordingly, weexpress no such opinion.  An auditincludes examining, on a test basis, evidence supporting the amounts anddisclosures in the financial statements. An audit also includes assessing the accounting principles used andsignificant estimates made by management, as well as evaluating the overallfinancial statement presentation.  Webelieve that our audits provide a reasonable basis for our opinion.

 

In our opinion, the financial statements referred to above presentfairly, in all material respects, the financial position of FOREST PARKAPARTMENTS PARTNERSHIP as of December 31, 2006 and 2005, and the resultsof its operations, changes in partners’ equity and cash flows for the yearsthen ended in conformity with accounting principles generally accepted in theUnited States of America.

 

Pailet, Meunier and LeBlanc LLP

Metairie, Louisiana

 

March 5, 2007

 

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REPORTOF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Partners

Northrock Housing Associates,Limited Partnership

 

We have audited the accompanyingbalance sheets of Northrock Housing Associates/Limited Partnership as of December 31,2007and 2006, and the.related statements of operations, partners’ equity,and cash flows for the years then ended. These financial statements are the responsibility of the partnership’smanagement. Our responsibility is to express an opinion on these financial statements based on our audits.

 

We conducted our audits in accordance with thestandards of the Public Company Accounting OversightBoard (United States). Those standards require that we plan and perform theaudits to obtain reasonable assurance about whether the financial statementsare free of material misstatement. Thepartnership has determined that it is not required to have, nor were we engaged to perform, an audit of its internalcontrol over financial reporting. Our audits included consideration of internal control over financialreporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for thepurpose of expressing an opinion onthe effectiveness of the partnership’s internal control over financialreporting. Accordingly, we express nosuch opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures inthe financial statements. An audit also includes assessing the accounting principles used and significantestimates made by management, as wellas evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for ouropinion.

 

In our opinion, the financial statements referred toabove present fairly, in all material respects, the financial position of Northrock Housing Associates, LimitedPartnership as of December 31, 2007and 2006, and the results of its operations and its cash flows for the yearsthen ended in conformity withaccounting principles generally accepted in the United States of America.

 

 

Mayer Hoffman McCann P.C.

Topeka, Kansas

 

February 15, 2008

 

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Partners

Mulvane Housing AssociatesLimited Partnership

 

We have audited the accompanyingbalance sheets of/Mulvane Housing Associates limited Partnership (“Partnership”)as of December 31, 2007and 2006, and the related statements of operations, partners’equity and cash “flows for the years then ended. These financial statements are theresponsibility of the Partnership’s management. Our responsibility is to express an opinion on these financialstatements based on our audits.

 

We conducted our audits in accordance with theStandards of the Public Company Accounting OversightBoard (United States). Those standards require that we plan and perform theaudit to obtain reasonable assurance about whether the financialstatements are free of material misstatement.The Partnership has determined that it Is not required to have, nor were we engaged to perform, an audit of its internalcontrol over financial reporting. Our audit included consideration of internal control over financialreporting as a basis for designing audit procedures that are appropriatein the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Partnership’sinternal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, ona test basis, evidence supporting theamounts and disclosures in the financial statements. An audit also includes assessing the accounting principles usedand significant estimates made by management,as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis forour opinion.

 

In our opinion, the financial statements referred to above presentfairly, in all material respects; the financial position of Mulvane HousingAssociates Limited Partnership as of December 31, 2007 and 2006, and theresults of its operations, changes in partners’ equity and its cash flows for the years then ended, in conformity withaccounting principles generally accepted in the United States ofAmerica.

 

 

Mayer Hoffman McCann P.C.

Topeka, Kansas

 

February 15, 2008

 

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Report ofIndependence Auditors

 

To the Partners of

 

Washington Courtyards, LP

 

We have audited the accompanying balance sheets ofWashington Courtyards, LP as of December 31, 2006, and the relatedstatements of operations, changes in partners’ capital and cash flows for theyear then ended.  These financialstatements are the responsibility of the Partnership’s management.  Our responsibility is to express an opinionon these financial statements based on our audit.

 

We conducted our audit in accordance with thestandards of the Public Company Accounting Oversight Board (UnitedStates).  Those standards require that weplan and perform the audit to obtain reasonable assurance about whether thefinancial statements are free of material misstatement.  The Partnership has determined that it is notrequired to have, nor were we engaged to perform, an audit of its internalcontrols over financing reporting.  Ouraudit included consideration of internal control over financial reporting, as abasis for designing audit procedures that are appropriate in the circumstances,but not for the purpose of expressing an opinion on the effectiveness of thePartnership’s internal control over financial reporting.  Accordingly, we express no such opinion.  An audit includes examining, on a test basis,evidence supporting the amounts and disclosures in the financialstatements.  An audit also includesassessing the accounting principles used and significant estimates made bymanagement, as well as evaluating the overall financial statementpresentation.  We believe that our auditprovides reasonable basis for our opinion.

 

In our opinion, the financial statements referred toabove present fairly, in all material respects, the financial position ofWashington Courtyards, LP as of December 31, 2006, and the results of itsoperations and its cash flows for the year then ended in conformity withaccounting principles generally accepted in the United States of America.

 

 

Novogradac & Company LLP

 

Austin, Texas

 

 

January 29, 2007

 

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Report of Independent Auditors

 

To the Partners of

Washington Courtyards, L.P.

 

We have audited the accompanyingbalance sheet of Washington Courtyards, L.P. as of December 31, 2007, and therelated statements of operations, changes in partners’ capital and cash flows for the yearthen ended. These financial statements are the responsibility of the Partnership’smanagement. Our responsibility is to express an opinion on these financial statements based onour audit.

 

We conducted our audit inaccordance with the standards of the Public Company Accounting Oversight Board(United States). Those standards require that we plan and perform the audit to obtain reasonableassurance about whether the financial statements are free of materialmisstatement. The Partnership has determined that it is not required to have,nor were we engaged to perform, an audit of its internal controlsover financial reporting. Our audit included consideration of internal controlover financial reporting as a basis for designing audit procedures that areappropriate in the circumstances, but not for the purpose of expressing anopinion on the effectivenessof the Partnership’s internal control over financial reporting. Accordingly, weexpress no such opinion. An audit includesexamining, on a test basis, evidence supporting the amounts and disclosures in the financialstatements. An audit also includes assessing the accounting principles used and significant estimates made bymanagement, as well as evaluating theoverall financial statement presentation. We believe that our audit provides areasonable basis for our opinion.

 

In our opinion, the financialstatements referred to above present fairly, in all material respects, the financialposition of Washington Courtyards, L.P. as of December 31, 2007, and theresults of its operations and its cash flows for the year then ended, in conformitywith accounting principles generally accepted in the United States of America.

 

 

Novogradac & Company LLP

 

Austin, Texas

 

 

April 26, 2008

 

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Independent Auditor’sReport

 

To the Partners

WILLOWBROOK APARTMENTS PARTNERSHIP

 

We have audited the accompanying balance sheets of WILLOWBROOKAPARTMENTS PARTNERSHIP, A LOUISIANA PARTNERSHIP IN COMMENDAM (the partnership),as of December 31, 2006 and 2005, and the related statements ofoperations, changes in partners’ equity (deficit), and cash flows for the yearsthen ended.  These financial statementsare the responsibility of the partnership’s management.  Our responsibility is to express an opinionon these financial statements based on our audits.

 

We conducted our audits in accordance with the standards of the PublicAccounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtainreasonable assurance about whether the financial statements are free ofmaterial misstatement.  The partnershiphas determined that it is not required to have, nor were we engaged to perform,an audit of its internal control over financial reporting.  Our audits included consideration of internalcontrol over financial reporting as a basis for designing audit procedures thatare appropriate in the circumstances, but not for the purpose of expressing anopinion on the effectiveness of the partnership’s internal control overfinancial reporting.  Accordingly, weexpress no such opinion.  An auditincludes examining, on a test basis, evidence supporting the amounts anddisclosures in the financial statements. An audit also includes assessing the accounting principles used andsignificant estimates made by management, as well as evaluating the overallfinancial statement presentation.  Webelieve that our audits provide a reasonable basis for our opinion.

 

In our opinion, the financial statements referred to above presentfairly, in all material respects, the financial position of WILLOWBROOKAPARTMENTS PARTNERSHIP as of December 31, 2006 and 2005, and the resultsof its operations, changes in partners’ equity and cash flows for the yearsthen ended in conformity with accounting principles generally accepted in theUnited States of America.

 

Pailet, Meunier and LeBlanc LLP

Metairie, Louisiana

 

April 5, 2007

 

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Independent Auditor’sReport

 

To the Partners

WINGFIELD APARTMENTS PARTNERSHIP

 

We have audited the accompanying balance sheets of WINGFIELD APARTMENTSPARTNERSHIP, A LOUISIANA PARTNERSHIP IN COMMENDAM (the partnership), as of December 31,2006 and 2005, and the related statements of operations, changes in partners’equity (deficit), and cash flows for the years then ended.  These financial statements are theresponsibility of the partnership’s management. Our responsibility is to express an opinion on these financialstatements based on our audits.

 

We conducted our audits in accordance with the standards of the PublicAccounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtainreasonable assurance about whether the financial statements are free ofmaterial misstatement.  The partnershiphas determined that it is not required to have, nor were we engaged to perform,an audit of its internal control over financial reporting.  Our audits included consideration of internalcontrol over financial reporting as a basis for designing audit procedures thatare appropriate in the circumstances, but not for the purpose of expressing anopinion on the effectiveness of the partnership’s internal control overfinancial reporting.  Accordingly, weexpress no such opinion.  An auditincludes examining, on a test basis, evidence supporting the amounts anddisclosures in the financial statements. An audit also includes assessing the accounting principles used andsignificant estimates made by management, as well as evaluating the overallfinancial statement presentation.  Webelieve that our audits provide a reasonable basis for our opinion.

 

In our opinion, the financial statements referred to above presentfairly, in all material respects, the financial position of WINGFIELDAPARTMENTS PARTNERSHIP as of December 31, 2006 and 2005, and the resultsof its operations, changes in partners’ equity and cash flows for the yearsthen ended in conformity with accounting principles generally accepted in theUnited States of America.

 

Pailet, Meunier and LeBlanc LLP

Metairie, Louisiana

 

April 4, 2007

 

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Partners

Andover Housing Associates,Limited Partnership

 

We have audited the accompanyingbalance sheets of Andover Housing Associates Limited Partnership (“Partnership”) as of December 31,2007 and 2006, and the related statements of operations,partners’ equity and cash flows for the years then ended. These financial statements are the responsibility of thePartnership’s management. Our responsibility is to express an opinion on these financial .statementsbased on our audits.

 

We conducted our audits inaccordance with the Standards of the Public Company Accounting Oversight Board(United States). Those standards require that we plan and perform the audit to obtain reasonableassurance about whether the financial statements are free of material misstatement. ThePartnership has determined that it is not required to have, nor we were engaged to perform, an audit of itsinternal control over financial reporting. Our audit included consideration of internal control over financialreporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for thepurpose of expressing an opinion onthe effectiveness of the Partnership’s internal control over financialreporting. Accordingly, we express nosuch opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures inthe financial statements. An audit also includes assessing the accounting principles used and significantestimates made by management, as wellas evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for ouropinion.

 

In our opinion, the financialstatements referred to above present fairly, in all material respects, the financial position of Andover HousingAssociates Limited Partnership as of December 31, 2007 and 2006, and the results of its operations, changes in partners’equity and its cash flows for theyears then ended, in conformity with accounting principles generally acceptedin the United States of America.

 

 

Mayer Hoffman McCann P.C.

Topeka, Kansas

 

 

February 15, 2008

 

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Independent Auditor’sReport

 

To the Partners

HAMMOND PLACE APARTMENTS PARTNERSHIP

 

We have audited the accompanying balance sheets of HAMMOND PLACEAPARTMENTS PARTNERSHIP, A LOUISIANA PARTNERSHIP IN COMMENDAM (the partnership),as of December 31, 2006 and 2005, and the related statements ofoperations, changes in partners’ equity (deficit), and cash flows for the yearsthen ended.  These financial statementsare the responsibility of the partnership’s management.  Our responsibility is to express an opinionon these financial statements based on our audits.

 

We conducted our audits in accordance with the standards of the PublicAccounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtainreasonable assurance about whether the financial statements are free ofmaterial misstatement.  The partnershiphas determined that it is not required to have, nor were we engaged to perform,an audit of its internal control over financial reporting.  Our audits included consideration of internalcontrol over financial reporting as a basis for designing audit procedures thatare appropriate in the circumstances, but not for the purpose of expressing anopinion on the effectiveness of the partnership’s internal control overfinancial reporting.  Accordingly, weexpress no such opinion.  An auditincludes examining, on a test basis, evidence supporting the amounts anddisclosures in the financial statements. An audit also includes assessing the accounting principles used andsignificant estimates made by management, as well as evaluating the overallfinancial statement presentation.  Webelieve that our audits provide a reasonable basis for our opinion.

 

In our opinion, the financial statements referred to above present fairly,in all material respects, the financial position of HAMMOND PLACE APARTMENTSPARTNERSHIP as of December 31, 2006 and 2005, and the results of itsoperations, changes in partners’ equity and cash flows for the years then endedin conformity with accounting principles generally accepted in the UnitedStates of America.

 

Pailet, Meunier and LeBlanc LLP

Metairie, Louisiana

 

March 29, 2007

 

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Independent Auditor’sReport

 

To the Partners

WILLOWBROOK II APARTMENTS PARTNERSHIP

 

We have audited the accompanying balance sheets of WILLOWBROOK IIAPARTMENTS PARTNERSHIP, A LOUISIANA PARTNERSHIP IN COMMENDAM (the partnership),as of December 31, 2006 and 2005, and the related statements ofoperations, changes in partners’ equity (deficit), and cash flows for the yearsthen ended.  These financial statementsare the responsibility of the partnership’s management.  Our responsibility is to express an opinionon these financial statements based on our audits.

 

We conducted our audits in accordance with the standards of the PublicAccounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtainreasonable assurance about whether the financial statements are free ofmaterial misstatement.  The partnershiphas determined that it is not required to have, nor were we engaged to perform,an audit of its internal control over financial reporting.  Our audits included consideration of internalcontrol over financial reporting as a basis for designing audit procedures thatare appropriate in the circumstances, but not for the purpose of expressing anopinion on the effectiveness of the partnership’s internal control overfinancial reporting.  Accordingly, weexpress no such opinion.  An auditincludes examining, on a test basis, evidence supporting the amounts anddisclosures in the financial statements. An audit also includes assessing the accounting principles used andsignificant estimates made by management, as well as evaluating the overallfinancial statement presentation.  Webelieve that our audits provide a reasonable basis for our opinion.

 

In our opinion, the financial statements referred to above presentfairly, in all material respects, the financial position of WILLOWBROOK IIAPARTMENTS PARTNERSHIP as of December 31, 2006 and 2005, and the resultsof its operations, changes in partners’ equity and cash flows for the yearsthen ended in conformity with accounting principles generally accepted in theUnited States of America.

 

Pailet, Meunier and LeBlanc LLP

Metairie, Louisiana

 

April 3, 2007

 

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REPORT OFINDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Partners

Northrock Housing Associates Two, Limited Partnership

 

We have audited the accompanying balance sheets ofNorthrock Housing Associates Two Limited Partnership (“Partnership(9)) as of December 31,2007 and 2006, and the related statements of operations, partners’ equity andcash flows for the years then ended.  These financial statements are the responsibility of the Partnership’smanagement. Our responsibility is to express an opinion on these financialstatements based on our audits.

 

We conducted our audits in accordance with theStandards of the Public Company Accounting.^ Oversight Board (United States).Those standards require that we plan and perform the audit to obtain reasonableassurance about whether the financial statements are free of materialmisstatement. The Partnership has determined that it is not required to have,nor we were engaged to perform, an audit of its internal control over financialreporting. Our audit included consideration of internal control over financialreporting as a basis for designing audit procedures that are appropriate in thecircumstances, but not for the purpose of expressing an opinion on theeffectiveness of the Partnership’s internal control over financial reporting.Accordingly, we express no such opinion. An audit includes examining, on a testbasis, evidence supporting the amounts and disclosures in the financialstatements. An audit also includes assessing the accounting principles used andsignificant estimates made by management, as well as evaluating the overallfinancial statement presentation. We believe that our audits provide areasonable basis for our opinion.

 

In our opinion, the financial statements referred toabove present fairly, in all material respects^ the financial position ofNorthrock Housing Associates Two, Limited Partnership as of December 31,2007 and 2006, and the results of its operations, changes in partners’ equityand its cash flows for the years then ended, in conformity with accountingprinciples generally accepted in the United States of America.

 

 

Mayer Hoffman McCann P.C.

Topeka, Kansas

 

 

February 15, 2008

 

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REPORT OFINDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Partners

Madison Housing Associates Two, Limited Partnership

 

We have audited the accompanying balance sheets ofMadison Housing Associates Two Limited Partnership (“Partnership”) as of December 31,2007 and 2006, and the related statements of operations, partners(1) equityand cash flows for the years then ended. These financial statements are theresponsibility of the Partnership’s management. Our responsibility is toexpress an opinion on these financial statements based on our audits.

 

We conducted our audits in accordance with theStandards of the Public Company Accounting Oversight Board (United States).Those standards require that we plan and perform the audit to obtain reasonableassurance about whether the financial statements are free of materialmisstatement. The Partnership has determined that it is not required to have,nor were we engaged to perform, an audit of its internal control over financialreporting. Our audit included consideration of internal control over financialreporting as a basis for designing audit procedures that are appropriate in thecircumstances, but not for the purpose of expressing an opinion on theeffectiveness of the Partnership’s internal control over financial reporting.Accordingly, we express no such opinion. An audit includes examining, on a testbasis, evidence supporting the amounts and disclosures in the financialstatements. An audit also includes assessing the accounting principles used andsignificant estimates made by management, as well as evaluating the overallfinancial statement presentation. We believe that our audits provide areasonable basis for our opinion.

 

In our opinion, the financial statements referred toabove present fairly, in all material respects, the financial position ofMadison Housing Associates Two Limited Partnership as of December 31, 2007and 2006, and the results of its operations, changes in partners’ equity andits cash flows for the years then ended, in conformity with accountingprinciples generally accepted in the United States of America.

 

 

Mayer Hoffman McCann P.C.

Topeka, Kansas

 

 

February 15, 2008

 

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Report ofIndependent Auditors

 

To the Partners of

San Diego/Fox Hollow,L.P.:

 

We have audited the accompanying balance sheets of SanDiego/Fox Hollow, LP. as of December 31, 2007 and 2006 and the relatedstatements of operations, changes in partners’ capital (deficit) and cash flowsfor the years then ended. These financial statements are the responsibility ofthe Partnership’s management. Our responsibility is to express an opinion on thesefinancial statements based on our audits.

 

We conducted our audit of these statements inaccordance with the standards of the Public Company Accounting Oversight Board(United States). Those standards require that we plan and perform the audit toobtain reasonable assurance about whether the financial statements are free ofmaterial misstatement. An audit includes examining, on a test basis, evidencesupporting the amounts and disclosures in the financial statements, assessingthe accounting principles used and significant estimates made by management,and evaluating the overall financial statement presentation. We believe thatour audits provide a reasonable basis for our opinion.

 

In our opinion, the financial statements referred toabove present fairly, in all material aspects, the financial position of SanDiego/Fox Hollow, L.P. as of December 31, 2007 and 2006, and the resultsof its operations and its cash flows for the years then ended in conformitywith accounting principles generally accepted in the United States of America.

 

 

Novogradac & Company LLP

 

San Francisco, California

 

 

March 10, 2008

(except for Note 7, as to which the date is March 28,2008)

 

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REPORT OFINDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Partners

Northrock Housing Associates Three Limited Partnership

 

We have audited the accompanying balance sheets ofNorthrock Housing Associates Three Limited Partnership (“Partnership”) as of December 31,2007 and 2006, and the related statements of operations, partners’ equity and cashflows for the years then ended. These financial statements are theresponsibility of the Partnership’s management. Our responsibility is toexpress an opinion on these financial statements based on our audits.

 

We conducted our audits in accordance with theStandards of the Public Company Accounting Oversight Board (United States).Those standards require that we plan and perform the audits to obtainreasonable assurance about whether the financial statements are free ofmaterial misstatement. The Partnership has determined that it is not requiredto have, nor were we engaged to perform, an audit of its internal control overfinancial reporting. Our audits included consideration of internal control overfinancial reporting as a basis for designing audit procedures that areappropriate in the circumstances, but not for the purpose of expressing anopinion on the effectiveness of the Partnership’s internal control overfinancial reporting. Accordingly, we express no such opinion. An audit includesexamining, on a test basis, evidence supporting the amounts and disclosures inthe financial statements. An audit also includes assessing the accountingprinciples used and significant estimates made by management, as well asevaluating the overall financial statement presentation. We believe that ouraudits provide a reasonable basis for our opinion.

 

In our opinion, the financial statements referred toabove present fairly, in all material respects, the financial position ofNorthrock Housing Associates Three. Limited Partnership as of December 31,2007 and 2006, and the results of its operations, changes in partners’ equityand its cash flows for the years then ended, in conformity with accountingprinciples generally accepted in the United States of America.

 

 

Mayer Hoffman McCann P.C.

Topeka, Kansas

 

 

February 15, 2008

 

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IndependentAuditors’ Report

 

To the Partners of

HPD Willows-Oroville,L.P.:

 

We have audited the accompanying balance sheets of HPDWillows-Oroville, L.P. as of December 31, 2007 and 2006, and the relatedstatements of operations, changes in partners’ capital, and cash flows for theyears then ended. These financial statements are the responsibility of thePartnership’s management. Our responsibility is to express an opinion on thesefinancial statements based on our audits.

 

We conducted our audits in accordance with auditingstandards generally accepted in the United States of America, the standards ofthe Public Company Accounting Oversight Board (United States), and *Government Auditing Standards,*issued by the ComptrollerGeneral of the United States. Those standards require that we plan and performour audits to obtain reasonable assurance about whether the financialstatements are free of material misstatements. The Partnership has determinedthat it is not required to have, nor were we engaged to perform, an audit ofits internal control over financial reporting. Our audit included considerationof internal control over financial reporting as a basis for designing auditprocedures that are appropriate in the circumstances, but not for the purposeof expressing an opinion on the effectiveness of the Partnership’s internalcontrol over financial reporting. Accordingly we express no such opinion. Anaudit includes examining, on a test basis, evidence supporting the amounts anddisclosures in the financial statements. An audit also includes assessing theaccounting principles used and significant estimates made by management, aswell as evaluating the overall financial statement presentation. We believethat our audits provide a reasonable basis for our opinion.

 

In our opinion, the financial statements referred toabove present fairly, in all material respects, the financial position of HPDWillows-Oroville, L.P. as of December 31, 2007 and 2006, and the resultsof its operations and its cash flows for the years then ended in conformitywith accounting principles generally accepted in the United States of America.

 

In accordance with *Government AuditingStandards,*we have also issued a report dated May 16,2008, onour consideration of HPD Willows-Oroville, L.P.’s internal control overfinancial reporting. The purpose of that report is to describe the scope of ourtesting of internal control over financial reporting and the results of thattesting and not to provide an opinion on the internal control over financialreporting. In accordance with *Government AuditingStandards,*we have also issued an opinion dated May 16, 2008,on HPD Willows-Oroville, L.P.’s compliance with certain provisions of laws,regulations, contracts, grant agreements, and other matters that could have adirect and material effect on a major HUD or RD-assisted program. Those reportsare an integral part of an audit performed in accordance with *Government Auditing Standards*and should be read inconjunction with this report in considering the results of our audits.

 

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Our audits were conductedfor the purpose of forming an opinion on the basic financial statements taken asa whole. The accompanying supplemental information is presented for purposes ofadditional analysis and is not a required part of the financial statements ofHPD Willows-Oroville, L.P. Such information has been subjected to the auditingprocedures applied in the audits of the basic financial statements and, in ouropinion, is fairly stated, in all material respects, in relation to the basicfinancial statements taken as a whole.

 

 

Novogradac & Company LLP

 

San Francisco, California

May 16, 2008

 

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