**Exhibit23**

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

Tothe Partners

NorthrockHousing Associates Limited Partnership

 

Wehave audited the accompanying balance sheets of Northrock Housing AssociatesLimited Partnership (“Partnership”) as of December 31, 2009 and 2008, andthe related statements of operations, partners’ equity 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.

 

Weconducted our audits in accordance with the Standards of the Public CompanyAccounting Oversight Board (United States). Those standards require that weplan 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 audits 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.

 

Inour opinion, the financial statements referred to above present fairly, in allmaterial respects, the financial position of Northrock Housing AssociatesLimited Partnership as of December 31, 2009 and 2008 and the results ofits operations, changes in partners’ equity and its cash flows for the yearsthen ended in conformity with accounting principles generally accepted in theUnited States of America.

 

Ouraudits were conducted for the purpose of forming an opinion on the basicfinancial statements taken as a whole. The supplemental information on pages 1-13and 1-14 is presented for the purposes of additional analysis and is notrequired as part of the basic financial statements. Such information has beensubjected to the auditing procedures applied in the audits of the basicfinancial statements, and, in our opinion, is fairly stated in all materialrespects in relation to the basic financial statements taken as a whole.

 

 
| /s/  Summers, Spencer & Callison, CPAs, Chartered |   |
|------------------------------------------------------------|--------|
| Summers,  Spencer & Callison, CPAs, Chartered     |   |
|                                                       |   |
| Topeka,  Kansas                                            |   |
|                                                       |   |
| Date:  February 12, 2010                              |   |

 

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Report of Independent Auditors

 

Tothe Partners of

WashingtonCourtyards, L.P.

 

Wehave audited the accompanying balance sheet of Washington Courtyards, L.P. asof December 31, 2009, and the related statements of operations, changes inpartners’ capital and cash flows for the year then ended. These financialstatements are the responsibility of the Partnership’s management. Ourresponsibility is to express an opinion on these financial statements based onour audit.

 

Weconducted our audit in accordance with the standards of the Public CompanyAccounting Oversight Board (United States). Those standards require that weplan 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 controls 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 audit provides a reasonable basisfor our opinion.

 

Inour opinion, the financial statements referred to above present fairly, in allmaterial respects, the financial position of Washington Courtyards, L.P. as of December 31,2009, and the results of its operations and its cash flows for the year thenended, in conformity with accounting principles generally accepted in theUnited States of America.

 

 
| /s/  Novogradac & Company LLP |   |
|----------------------------------------|--------|
| Novogradac &  Company LLP     |   |
|                                   |   |
| Austin,  Texas                         |   |
| February 26,  2010                |   |

 

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

Tothe Partners

MulvaneHousing Associates Limited Partnership

 

Wehave audited the accompanying balance sheets of Mulvane Housing AssociatesLimited Partnership (“Partnership”) as of December 31, 2009 and 2008 andthe related statements of operations, partners’ equity 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.

 

Weconducted our audits in accordance with the Standards of the Public CompanyAccounting Oversight Board (United States). Those standards require that weplan 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 audits 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.

 

Inour opinion, the financial statements referred to above present fairly, in allmaterial respects, the financial position of Mulvane Housing Associates LimitedPartnership as of December 31, 2009 and 2008 and the results of itsoperations, changes in partners’ equity and its cash flows for the years thenended, in conformity with accounting principles generally accepted in theUnited States of America.

 

Ouraudits were conducted for the purpose of forming an opinion on the basicfinancial statements taken as a whole. The supplemental information on pages 1-13and 1-14 is presented for the purposes of additional analysis and is notrequired as part of the basic financial statements. Such information has beensubjected to the auditing procedures applied in the audits of the basicfinancial statements, and, in our opinion, is fairly stated in all materialrespects in relation to the basic financial statements taken as a whole.

 

 
| /s/  Summers, Spencer & Callison, CPAs, Chartered |   |
|------------------------------------------------------------|--------|
| Summers,  Spencer & Callison, CPAs, Chartered     |   |
|                                                       |   |
| Topeka,  Kansas                                            |   |
|                                                       |   |
| Date:  February 12, 2010                              |   |

 

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

Tothe Partners

AndoverHousing Associates Limited Partnership

 

Wehave audited the accompanying balance sheets of Andover Housing AssociatesLimited Partnership (“Partnership”) as of December 31, 2009 and 2008 andthe related statements of operations, partners’ equity 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.

 

Weconducted our audits in accordance with the Standards of the Public CompanyAccounting Oversight Board (United States). Those standards require that weplan 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 audits 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 significant estimatesmade by management, as well as evaluating the overall financial statementpresentation. We believe that our audits provide a reasonable basis for ouropinion.

 

Inour opinion, the financial statements referred to above present fairly, in allmaterial respects, the financial position of Andover Housing Associates LimitedPartnership as of December 31, 2009 and 2008 and the results of itsoperations, changes in partners’ equity and its cash flows for the years thenended, in conformity with accounting principles generally accepted in theUnited States of America.

 

Ouraudits were conducted for the purpose of forming an opinion on the basicfinancial statements taken as a whole. The supplemental information on pages 1-13and 1-14 is presented for the purposes of additional analysis and is notrequired part of the basic financial statements. Such information has beensubjected to the auditing procedures applied in the audits of the basicfinancial statements, and, in our opinion, is fairly stated in all materialrespects in relation to the basic financial statements taken as a whole.

 

 
| /s/  Summers, Spencer & Callison, CPAs, Chartered |   |
|------------------------------------------------------------|--------|
| Summers,  Spencer & Callison, CPAs, Chartered     |   |
|                                                       |   |
| Topeka,  Kansas                                            |   |
|                                                       |   |
| Date:  February 12, 2010                              |   |

 

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

Tothe Partners

NorthrockHousing Associates Two Limited Partnership

 

Wehave audited the accompanying balance sheets of Northrock Housing AssociatesTwo Limited Partnership (“Partnership”) as of December 31, 2009 and 2008and the related statements of operations, partners’ equity and cash flows forthe years 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.

 

Weconducted our audits in accordance with the Standards of the Public CompanyAccounting Oversight Board (United States). Those standards require that weplan 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 audits 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.

 

Inour opinion, the financial statements referred to above present fairly, in allmaterial respects, the financial position of Northrock Housing Associates TwoLimited Partnership as of December 31, 2009 and 2008 and the results ofits operations, changes in partners’ equity and its cash flows for the yearsthen ended in conformity with accounting principles generally accepted in theUnited States of America.

 

Ouraudits were conducted for the purpose of forming an opinion on the basicfinancial statements taken as a whole. The supplemental information on pages 1-13and 1-14 is presented for the purposes of additional analysis and is notrequired as part of the basic financial statements. Such information has beensubjected to the auditing procedures applied in the audits of the basicfinancial statements, and, in our opinion, is fairly stated in all materialrespects in relation to the basic financial statements taken as a whole.

 

 
| /s/  Summers, Spencer & Callison, CPAs, Chartered |   |
|------------------------------------------------------------|--------|
| Summers,  Spencer & Callison, CPAs, Chartered     |   |
|                                                       |   |
| Topeka,  Kansas                                            |   |
|                                                       |   |
| Date:  February 12, 2010                              |   |

 

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Independent Auditors’ Report

 

Tothe Partners

DSHousing, LP

Denver,Colorado

 

Wehave audited the accompanying balance sheet of DS Housing, LP (thePartnership), as of December 31, 2009, and the related statements ofincome, changes in partners’ equity, and cash flows for the year 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 audit.

 

Weconducted our audit in accordance with auditing standards generally accepted inthe United States of America, the standards of the Public Company AccountingOversight Board (United States of America) and the standards applicable tofinancial audits contained in *Government AuditingStandards,*issued by the Comptroller General of the 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 is not required to have, nor were we engaged toperform, an audit of its 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 audit provides areasonable basis for our opinion.

 

Inour opinion, the financial statements referred to above present fairly, in allmaterial respects, the financial position of the Partnership as of December 31,2009, and the results of its operations and its cash flows for the year thenended in conformity with accounting principles generally accepted in the UnitedStates of America.

 

Inaccordance with *Government Auditing Standards,*wehave also issued a report dated April 14, 2010, on our consideration ofthe Partnership’s internal control over financial reporting. The purpose ofthat report is to describe the scope of our testing of internal control overfinancial reporting and the results of that testing and not to provide anopinion on the internal control over financial reporting. In accordance with *Government Auditing Standards, we have*also issued a reportdated April 14, 2010, on the Partnership’s compliance with certainprovisions of laws, regulations, contracts, and grant agreements, and othermatters that could have a direct and material effect on a major HUD-assistedprogram. Those reports are an integral part of an audit performed in accordancewith *Government Auditing Standards*and shouldbe considered in assessing the results of our audit.

 

Ouraudit was conducted for the purpose of forming an opinion on the basic financialstatements taken as a whole. The accompanying supplemental information shown onpages 17 and 18 is presented for purposes of additional analysis and isnot a required part of the basic financial statements of the Partnership. Suchinformation has been subjected to the auditing procedures applied in the auditof the basic financial statements and, in our opinion, is fairly stated, in allmaterial respects, in relation to the basic financial statements taken as awhole.

 

 
| **/s/ Child,  Van Wagoner & Bradshaw, P C** | ** ** |
|------------------------------------------------------|------------|
| **Child,  Van Wagoner & Bradshaw, P C**     | ** ** |
| **Kaysville,  Utah**                                 |       |
| **April 14,  2010**                             |       |

 

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REPORT OF INDEPENDENTREGISTERED PUBLIC ACCOUNTING FIRM

 

Tothe Partners

MadisonHousing Associates Two Limited Partnership

 

Wehave audited the accompanying balance sheets of Madison Housing Associates TwoLimited Partnership (“Partnership”) as of December 31, 2009 and 2008 andthe related statements of operations, partners’ equity 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.

 

Weconducted our audits in accordance with the Standards of the Public CompanyAccounting Oversight Board (United States). Those standards require that weplan 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 audits 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.

 

Inour opinion, the financial statements referred to above present fairly, in allmaterial respects, the financial position of Madison Housing Associates TwoLimited Partnership as of December 31, 2009 and 2008 and the results ofits operations, changes in partners’ equity and its cash flows for the yearsthen ended, in conformity with accounting principles generally accepted in theUnited States of America.

 

Ouraudits were conducted for the purpose of forming an opinion on the basicfinancial statements taken as a whole. The supplemental information on pages 1-14and 1-15 is presented for the purposes of additional analysis and is notrequired as part of the basic financial statements. Such information has beensubjected to the auditing procedures applied in the audits of the basicfinancial statements, and, in our opinion, is fairly stated in all materialrespects in relation to the basic financial statements taken as a whole.

 

 
| /s/  Summers, Spencer & Callison, CPAs, Chartered |   |
|------------------------------------------------------------|--------|
| Summers,  Spencer & Callison, CPAs, Chartered     |   |
|                                                       |   |
| Topeka,  Kansas                                            |   |
|                                                       |   |
| Date:  February 12, 2010                              |   |

 

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Report of Independent Auditors

 

Tothe Partners of

SanDiego/Fox Hollow, L.P.:

 

Wehave audited the accompanying balance sheets of San Diego/Fox Hollow, L.P. asof December 31, 2009 and 2008, and the related statements of operations,changes in partners’ capital (deficit) 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 financialstatements based on our audits.

 

Weconducted our audits of these statements in accordance with the standards ofthe Public Company Accounting Oversight Board (United States). Those standardsrequire that we plan and perform the audits to obtain reasonable assuranceabout whether the financial statements are free of material misstatement. Anaudit includes examining, on a test basis, evidence supporting the amounts anddisclosures in the financial statements, assessing the accounting principlesused and significant estimates made by management, and evaluating the overallfinancial statement presentation. We believe that our audits provide areasonable basis for our opinion.

 

Inour opinion, the financial statements referred to above present fairly, in allmaterial aspects, the financial position of San Diego/Fox Hollow, L.P. as of December 31,2009 and 2008, and the results of its operations and its cash flows for theyears then ended in conformity with accounting principles generally accepted inthe United States of America.

 
| /s/  Novogradac & Company LLP |   |
|----------------------------------------|--------|
| Novogradac &  Company LLP     |   |
|                                   |   |
| San  Francisco, California             |   |
| February 24,  2010                |   |

 

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IndependentAuditors’ Report

 

Tothe Partners

CCHousing, LP

Canon City, Colorado 

 

Wehave audited the accompanying balance sheet of CC Housing, LP (thePartnership), as of December 31, 2009, and the related statements ofincome, changes in partners’ equity, and cash flows for the year 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 audit.

 

Weconducted our audits in accordance with auditing standards generally acceptedin the United States of America; the standardsof the Public Company Accounting Oversight Board (United States of America) andthe standards applicable to financial audits contained in *GovernmentAuditing Standards,*issued by the Comptroller General of the UnitedStates. Those standards require that we plan and perform the audits to obtainreasonable assurance about whether the financial statements are free ofmaterial misstatement. The Partnership is not required to have, nor were weengaged to perform, an audit of its 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.

 

Inour opinion, the financial statements referred to above present fairly, in allmaterial respects, the financial position of the Partnership as of December 3I, 2009, and the results of its operations and its cash flows for the year thenended in conformity with accounting principles generally accepted in the UnitedStates of America.

 

Inaccordance with *Government Auditing Standards,*wehave also issued a report dated April 6, 2010, on our consideration of thePartnership’s internal control over financial reporting. The purpose of thatreport is to describe the scope of our testing of internal control overfinancial reporting and the results of that testing and not to provide anopinion on the internal control over financial reporting. In accordance with *Government Auditing Standards.,*we have also issued a reportdated April 6, 2010, on the Partnership’s compliance with certainprovisions of laws, regulations, contracts, and grant agreements, and othermatters that could have a direct and material effect on a major HUD-assistedprogram. Those reports are an integral part of an audit performed in accordancewith *Government Auditing Standards*and shouldbe considered in assessing the results of our audit. We noted certain mattersthat we reported to management of the Partnership in a separate letter dated April 6,2010.

 

Ouraudit was conducted for the purpose of forming an opinion on the basicfinancial statements taken as a whole. The accompanying supplementalinformation shown on pages 17 and 18 is presented for purposes ofadditional analysis and is not a required part of the basic financial statementsof the Partnership. Such information has been subjected to the auditingprocedures applied in the audit 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.

 

 
| /s/  Child, Van Wagoner & Bradshaw |   |
|---------------------------------------------|--------|
| Child,  Van Wagoner & Bradshaw     |   |
| Kaysville,  Utah                            |   |
| April 6,  2010                         |   |

 

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IndependentAuditors’ Report

 

Tothe Partners

CTHousing, LP

Clifton,Colorado

 

Wehave audited the accompanying balance sheet of CT Housing, LP (thePartnership), as of December 31, 2009, and the related statements ofincome; changes in partners’ equity, and cash flowsfor the year then ended. These financial statements are the responsibility ofthe Partnership’s management. Our responsibility is to express an opinion onthese financial statements based on our audit.

 

Weconducted our audit in accordance with auditing standards generally accepted inthe United States of America, the standards of the Public Company AccountingOversight Board (United States of America) and the standards applicable tofinancial audits contained in *Government AuditingStandards,*issued by the Comptroller General of the 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 is not required to have, nor were we engaged toperform, an audit of its 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 audit provides areasonable basis for our opinion.

 

Inour opinion, the financial statements referred to above present fairly, in allmaterial respects, the financial position of the Partnership as of December 31,2009, and the results of its operations and its cash flows for the year thenended in conformity with accounting principles generally accepted in the UnitedStates of America.

 

Inaccordance with *Government Auditing Standards,*wehave also issued a report dated April 9, 2010, on our consideration of thePartnership’s internal control over financial reporting. The purpose of thatreport is to describe the scope of our testing of internal control overfinancial reporting and the results of that testing and not to provide anopinion on the internal control over financial reporting. In accordance with *Government Auditing Standards,*we have also issued a reportdated April 9, 2010, on the Partnership’s compliance with certain provisionsof laws, regulations, contracts, and grant agreements, and other matters thatcould have a direct and material effect on a major HUD-assisted program. Thosereports are an integral part of an audit performed in accordance with *Government Auditing Standards*and should be considered inassessing the results of our audit.

 

Ouraudit was conducted for the purpose of forming an opinion on the basicfinancial statements taken as a whole. The accompanying supplementalinformation shown on pages 17 and 18 is presented for purposes ofadditional analysis and is not a required part of the basic financialstatements of the Partnership. Such information has been subjected to theauditing procedures applied in the audit of the basic financial statements and,in our opinion, is fairly stated, in all material respects, in relation to thebasic financial statements taken as a whole.

 

 
| /s/  Child, Van Wagoner & Bradshaw, PLLC |   |
|---------------------------------------------------|--------|
| Child,  Van Wagoner & Bradshaw, PLLC     |   |
| Kaysville,  Utah                                  |   |
| April 9,  2010                               |   |

 

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**Independent Auditors’ Report**

 

Tothe Partners

HSHousing, LP

Lafayette,Colorado

 

Wehave audited the accompanying balance sheet of HS Housing, LP (thePartnership), as of December 31, 2009, and the related statements ofincome, changes in partners’ equity(deficit), and cash flows for the year thenended. These financial statements are the responsibility of the Partnership’smanagement. Our responsibility is to express an opinion on these financialstatements based on our audit.

 

Weconducted our audit in accordance with auditing standards generally accepted inthe United States of America, the standards of the Public Company AccountingOversight Board (United States of America) and the standards applicable tofinancial audits contained in *Government AuditingStandards,*issued**by theComptroller General of the United States. Those standards require that we planand perform the audit to obtain reasonable assurance about whether thefinancial· statementsare free of material misstatement. The Partnership is not required to have, norwere we engaged to perform, an audit of its internal control over financialreporting. 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 audit provides areasonable basis for our opinion.

 

Inour opinion, the financial statements referred to above present fairly, in allmaterial respects, the financial position of the Partnership as of December 31,2009, and the results of its operations and its cash flows for the year thenended in conformity with accounting principles generally accepted in the UnitedStates of America.

 

In accordance with Government Auditing Standards, we have also issued areport dated April 8, 2010, on our consideration of the Partnership’sinternal control over financial reporting. The purpose of that report is to describe the scope of our testing ofinternal control over financial reporting and the results of that testing andnot to provide an opinion on the internal control over financialreporting.   In accordance with *Government Auditing Standards,*we have also issued a reportdated April 8, 2010, on the Partnership’s compliance with certainprovisions of laws, regulations, contracts, and grant agreements, and othermatters that could have a direct and material effect on a major HUD-assistedprogram. Those reports are an integral part of an audit performed in accordancewith *Government Auditing Standards*and shouldbe considered in assessing the results of our audit.

 

Ouraudit was conducted for the purpose of forming an opinion on the basicfinancial statements taken**as a**whole.The accompanying supplemental information shown on pages 17 and 18 arepresented for purposes of additional analysis and is not a required part of thebasic financial statements of the Partnership. Such information has beensubjected to the auditing procedures applied in the audit of****the basic financial****statementstaken as a whole.

 

 
| **/s/ Child,  Van Wagoner & Bradshaw, PLLC** |   |
|-------------------------------------------------------|--------|
| **Child,  Van Wagoner & Bradshaw, PLLC**     |   |
| **Kaysville,  Utah**                                  |   |
| **April 8,  2010**                               |   |

 

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**Independent Auditors’ Report**

 

Tothe Partners

SMHousing, LP

BuenaVista, Colorado

 

Wehave audited the accompanying balance sheet of SM Housing, LP (thePartnership), as of December 31, 2009, and the related statements ofincome, changes in partners’ equity, and cash flows for the year 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 audit.

 

Weconducted our audit in accordance with auditing standards generally accepted inthe United States of America, the standards of the Public Company AccountingOversight Board (United States of America) and the standards applicable tofinancial audits contained in *Government Auditing Standards,*issued by the Comptroller General of the United States. Thosestandards require that we plan and perform the audit to obtain reasonableassurance about whether the financial statements are free of materialmisstatement. The Partnership is not required to have, nor were we engaged toperform, an audit of its 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 financial statements.An audit also includes assessing the accounting principles used and significantestimates made by management, as well as evaluating the overall financialstatement presentation. We believe that our audit provides a reasonable basisfor our opinion.

 

Inour opinion, the financial statements referred to above present fairly, in allmaterial respects, the financial position of the Partnership as of December 31,2009, and the results of its operations and its cash flows for the year thenended in conformity with accounting principles generally accepted in the UnitedStates of America.

 

Inaccordance with *Government Auditing Standards,*wehave also issued a report dated April 14, 2010, on our consideration ofthe Partnership’s internal control over financial reporting. The purpose ofthat report is to describe the scope of our testing of internal control overfinancial reporting and the results of that testing and not to provide anopinion on the internal control over financial reporting. In accordance with *Government Auditing Standards,*we have also issued a reportdated April 14, 2010, on the Partnership’s compliance with certainprovisions of laws, regulations, contracts, and grant agreements, and othermatters that could have a direct and material effect on a major HUD-assistedprogram. Those reports are an integral part of an audit performed in accordancewith *Government Auditing Standards*and shouldbe considered in assessing the results of our audit.

 

Ouraudit was conducted for the purpose of forming an opinion on the basicfinancial statements taken as a whole. The accompanying supplementalinformation shown on pages 18 and 19 is presented for purposes ofadditional analysis and is not a required part of the basic financialstatements of the Partnership. Such information has been subjected to theauditing procedures applied in the audit of the basic financial statements and,in our opinion, is fairly stated, in all material respects, in relation to thebasic financial statements taken as a whole.

 
| **/s/  Child, Van Wagoner .& Bradshaw, PLLC** |   |
|--------------------------------------------------------|--------|
| **Child,  Van Wagoner .& Bradshaw, PLLC**     |   |
| **Kaysville,  Utah**                                   |   |
| **April 14,  2010**                               |   |

 

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**Independent Auditors’ Report**

 

Tothe Partners

TSHousing, LP

Lakewood,Colorado

 

Wehave audited the accompanying balance sheet of TS Housing, LP (thePartnership), as of December 31, 2009, and the related statements ofincome, changes in partners’ equity (deficit), and cash flows for the year thenended. These financial statements are the responsibility of the Partnership’smanagement. Our responsibility is to express an opinion on these financialstatements based on our audit.

 

Weconducted our audit in accordance with auditing standards generally accepted inthe United States of America, the standards of the Public Company Accounting OversightBoard (United States of America) and the standards applicable to financialaudits contained in *Government AuditingStandards,*issued by the Comptroller General of the 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 is not required to have, nor were we engaged toperform, an audit of its 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 audit provides areasonable basis for our opinion.

 

Inour opinion, the financial statements referred to above present fairly, in allmaterial respects, the financial position of the Partnership as of December 31,2009, and the results of its operations and its cash flows for the year thenended in conformity with accounting principles generally accepted in the UnitedStates of America.

 

Inaccordance with *Government Auditing Standards,*wehave also issued a report dated April 1, 2010, on our consideration of thePartnership’s internal control over financial reporting. The purpose of thatreport is to describe the scope of our testing of internal control overfinancial reporting and the results of that testing and not to provide anopinion on the internal control over financial reporting. In accordance with *Government Auditing Standards,*we have also issued a reportdated April 1, 2010, on the Partnership’s compliance with certainprovisions of laws, regulations, contracts, and grant agreements, and othermatters that could have a direct and material effect on a major HUD-assistedprogram. Those reports are an integral part of an audit performed in accordancewith *Government Auditing Standards*and shouldbe considered in assessing the results of our audit.  We noted certain matters that we reported tomanagement of the Partnership in a separate letter dated April 1, 2010.

 

Ouraudit was conducted for the purpose of forming an opinion on the basicfinancial statements taken as a whole. The accompanying supplementalinformation shown on pages 18 and 19 is presented for purposes ofadditional analysis and is not a required part of the basic financialstatements of the Partnership. Such information has been subjected to theauditing procedures applied in the audit of the basic financial statements and,in our opinion, is fairly stated, in all material respects, in relation to thebasic financial statements taken as a whole.

 
| **/s/  Child, Van Wagoner & Bradshaw, PLLC** |   |
|-------------------------------------------------------|--------|
| **Child,  Van Wagoner & Bradshaw, PLLC**     |   |
| **Kaysville,  Utah**                                  |   |
| **April 1,  2010**                               |   |

 

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Independent Auditors’ Report

 

Tothe Partners

APHousing, LP

Aurora,Colorado

 

Wehave audited the accompanying balance sheet of AP Housing, LP (the Partnership),as of December 31, 2009, and the related statements of income, changes inpartners’ equity (deficit), and cash flows for the year 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 audit.

 

Weconducted our audit in accordance with auditing standards generally accepted inthe United States of America, the standards of the Public Company AccountingOversight Board (United States of America) and the standards applicable tofinancial audits contained in *Government AuditingStandards,*issued by the Comptroller General of the 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 is not required to have, nor were we engaged toperform, an audit of its 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 audit provides areasonable basis for our opinion.

 

Inour opinion, the financial statements referred to above present fairly, in allmaterial respects, the financial position of the Partnership as of December 31,2009, and the results of its operations and its cash flows for the year thenended in conformity with accounting principles generally accepted in the UnitedStates of America.

 

Inaccordance with *Government Auditing Standards,*wehave also issued a report dated April 12, 2010, on our consideration ofthe Partnership’s internal control over financial reporting. The purpose ofthatreport is to describe the scope of our testing of internal control overfinancial reporting and the results of that testing and not to provide anopinion on the internal control over financial reporting. In accordance with *Government Auditing Standards,*we have also issued a reportdated April 12, 2010, on the Partnership’s compliance with certainprovisions of laws, regulations, contracts, and grant agreements, and othermatters that could have a direct and material effect on a major HUD-assistedprogram. Those reports are an integral part of an audit performed in accordancewith *Government Auditing Standards*and shouldbe considered in assessing the results of our audit.

 

Ouraudit was conducted for the purpose of forming an opinion on the basicfinancial statements taken as a whole. The accompanying supplementalinformation shown on pages 17 and 18 is presented for purposes ofadditional analysis and is not a required part of the basic financialstatements of the Partnership. Such information has been subjected to theauditing procedures applied in the audit of the basic financial statements and,in our opinion, is fairly stated, in all mate:ial respects, in relation to thebasic financial statements taken as a whole.

 
| /s/  Child, Van Wagoner & Bradshaw, PLLC |   |
|---------------------------------------------------|--------|
| Child,  Van Wagoner & Bradshaw, PLLC     |   |
| Kaysville,  Utah                                  |   |
| April 12,  2010                              |   |

 

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Independent Auditors’ Report

 

Tothe Partners

KPHousing, LP

CommerceCity, Colorado

 

Wehave audited the accompanying balance sheet of KP Housing, LP (thePartnership), as of December 31, 2009, and the related statements ofincome, changes in partners’ equity, and cash flows for the year 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 audit.

 

Weconducted our audit in accordance with auditing standards generally accepted inthe United States of America, the standards of the Public Company AccountingOversight Board (United States of America) and the standards applicable tofinancial audits contained in *Government AuditingStandards,*issued by the Comptroller General of the 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 is not required to have, nor were we engaged toperform, an audit of its 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 audit provides areasonable basis for our opinion.

 

Inour opinion, the financial statements referred to above present fairly, in allmaterial respects, the financial position of the Partnership as of December 31,2009, and the results of its operations and its cash flows for the year thenended in conformity with accounting principles generally accepted in the UnitedStates of America.

 

Inaccordance with *Government Auditing Standards,*wehave also issued a report dated April 20, 2010, on our consideration ofthe Partnership’s internal control over financial reporting. The purpose ofthat report is to describe . the scope of our testing of internal control overfinancial reporting and the results of that testing and not to provide anopinion on the internal control over financial reporting. In accordance with *Government Auditing Standards.,*we have also issued a reportdated April 20, 2010, on the Partnership’s compliance with certainprovisions of laws, regulations, cont: acts, and grant agreements, and othermatters that could have a direct and material effect on a major HUD-assistedprogram. Those reports are an integral part of an audit performed in accordancewith *Government Auditing Standards*and shouldbe considered in assessing the results of our audit.

 

Ouraudit was conducted for the purpose of forming an opinion on the basicfinancial statements taken as a whole. The accompanying supplementalinformation shown on pages 17 and 18 is presented for purposes of additional analysis and is not a requiredpart of the basic financial statements of the Partnership. Such information hasbeen subjected to the auditing procedures applied in the audit of the basicfinancial statements and, in our opinion, is fairly stated, in all materialrespects, in relation to the basic financial statements taken as a whole.

 

 
| /s/  Child, Van Wagoner S.: Bradshaw, PLLC |   |
|--------------------------------------------|--------|
| Child,  Van Wagoner S.: Bradshaw, PLLC     |   |
| Kaysville,  Utah                           |   |
| April 20,  2010                       |   |

 

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Independent Auditors’ Report

 

Tothe Partners

SGHousing, LP

Englewood,Colorado

 

Wehave audited the accompanying balance sheet of SG Housing, LP (the Partnership),as of December 31, 2009, and the related statements of income, changes inpartners’ equity, and cash flows for the year then ended. These financialstatements arc the responsibility of the Partnership’s management. Ourresponsibility is to express an opinion on these financial statements based onour audit.

 

Weconducted our audit in accordance with auditing standards generally accepted inthe United States of America, the standards of the Public Company AccountingOversight Board (United States of America) and the standards applicable tofinancial audits contained in *Government AuditingStandards,*issued by the Comptroller General of the ‘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 is not required to have, nor were we engaged toperform, an audit of its 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 overall financialstatement presentation, We believe that our audit provides a reasonable basisfor our opinion.

 

Inour opinion, the financial statements referred to above present fairly, in allmaterial respects, the financial position of the Partnership as of December 31,2009, and the results of its operations and its cash flows for the year thenended in conformity with accounting principles generally accepted in the UnitedStates of America.

 

Inaccordance with *Government Auditing Standards,*wehave also issued a report dated April 8, 2010, on our consideration of thePartnership’s internal control over financial reporting. The purpose of thatreport is to describe the scope of our testing of internal control overfinancial reporting and the results of that testing and not to provide anopinion on the internal control over financial reporting. In accordance with *Government Auditing Standards,*we have also issued a reportdated April 8, 2010, on the Partnership’s compliance with certainprovisions of laws, regulations, contracts, and grant agreements, and othermatters that could have a direct and material effect on a major HUD-assistedprogram. Those reports are an integral part of an audit performed in accordancewith *Government Auditing Standards*and shouldhe considered in assessing the results of our audit.

 

Ouraudit was conducted for the purpose of forming an opinion on the basicfinancial statements taken as a whole. The accompanying, supplementalinformation shown on pages 18 and 19 is presented for purposes ofadditional analysis and is not a required part of the basic financialstatements of the Partnership. Such information has been subjected to theauditing procedures applied in the audit of the basic financial statements and,in our opinion, is fairly stated, in all material respects, in relation to thebasic financial statements taken as a whole.

 
| /s/  Child, Van Wagoner & Bradshaw, PLLC |   |
|---------------------------------------------------|--------|
| Child,  Van Wagoner & Bradshaw, PLLC     |   |
| Kaysvillc,  Utah                                  |   |
| April 8,  2010                               |   |

 

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

Tothe Partners

NorthrockHousing Associates Three Limited Partnership

 

Wehave audited the accompanying balance sheets of Northrock Housing AssociatesThree Limited Partnership (“Partnership”) as of December 31, 2009 and2008, and the related statements of operations, partners’ equity and cash flowsfor the years then ended. These financial statements are the responsibility ofthe Partnership’s management. Our responsibility is to express an opinion onthese financial statements based on our audits.

 

Weconducted our audits in accordance with the Standards of the Public CompanyAccounting Oversight Board (United States). Those standards require that weplan 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 audits 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, we expressno 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.

 

Inour opinion, the financial statements referred to above present fairly, in allmaterial respects, the financial position of Northrock Housing Associates ThreeLimited Partnership as of December 31, 2009 and 2008, and the results ofits operations, changes in partners’ equity and its cash flows for the yearsthen ended in conformity with accounting principles generally accepted in theUnited States of America.

 

Ouraudits were conducted for the purpose of forming an opinion on the basicfinancial statements taken as a whole. The supplemental information on pages 1-13and 1-14 is presented for the purposes of additional analysis and is notrequired as part of the basic financial statements. Such information has beensubjected to the auditing procedures applied in the audits of the basicfinancial statements, and, in our opinion, is fairly stated in all materialrespects in relation to the basic financial statements taken as a whole.

 
| /s/  Summers, Spencer & Callison, CPAs, Chartered |   |
|------------------------------------------------------------|--------|
| Summers,  Spencer & Callison, CPAs, Chartered     |   |
| Topeka,  Kansas                                            |   |
| Date:  February 12, 2010                              |   |

 

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Independent Auditors’ Report

 

Tothe Partners of

HPDWillows-Oroville, L.P.:

 

Wehave audited the accompanying balance sheets of HPD Willows-Oroville, L.P. asof December 31, 2009 and 2008, and the related statements of operations,changes in partners’ capital, 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.

 

Weconducted our audits in accordance with auditing standards generally acceptedin the United States of America, the standards of the Public Company AccountingOversight Board (United States), and *Government AuditingStandards,*issued by the Comptroller General of the United States.Those standards require that we plan and perform our audit to obtain reasonableassurance about whether the financial statements are free of materialmisstatement. An audit includes examining, on a test basis, evidence supportingthe amounts and disclosures in the financial statements. 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 a reasonable basis for our opinion.

 

Inour opinion, the financial statements referred to above present fairly, in allmaterial respects, the financial position of HPD Willows-Oroville, L.P. as of December 31,2009 and 2008, and the results of its operations and its cash flows for theyears then ended in conformity with accounting principles generally accepted inthe United States of America.

 

Inaccordance with *Government Auditing Standards,*wehave also issued a report dated May 12, 2010, on our consideration of HPDWillows-Oroville, L.P.’s internal control over financial reporting and on HPDWillows-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 RD-assisted program. The purpose of thatreport is to describe the scope of our testing of internal control overfinancial reporting and the results of that testing and not to provide anopinion on the internal control over financial reporting. . Those 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.

 

----

 

Ouraudits were conducted for the purpose of forming an opinion on the basicfinancial statements taken as a whole. The accompanying supplementalinformation is presented for purposes of additional analysis and is not arequired part of the basic financial statements of HPD Willows-Oroville, L.P.Such information has been subjected to the auditing procedures applied in theaudits of the basic financial statements and, in our opinion, is fairly stated,in all material respects, in relation to the basic financial statements takenas a whole.

 
| /s/  Novogradac & Co LLP |   |
|-----------------------------------|--------|
| Novogradac &  Co LLP     |   |
|                              |   |
| San  Francisco, California        |   |
| May 12,  2010                |   |

 

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Report of Independence Auditors

 

Tothe Partners of

 

WashingtonCourtyards, LP

 

Wehave audited the accompanying balance sheets of Washington Courtyards, LP as ofDecember 31, 2008, and the related statements of operations, changes inpartners’ capital and cash flows for the year 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 audit.

 

Weconducted our audit in accordance with the standards of the Public CompanyAccounting Oversight Board (United States). Those standards require that we plan and perform the audit 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 controls over financing reporting.  Our audit included consideration of internalcontrol over financial reporting, as a basis for designing audit proceduresthat are appropriate in the circumstances, but not for the purpose ofexpressing an opinion on the effectiveness of the Partnership’s internalcontrol over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting theamounts and disclosures in the 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 our audit provides reasonablebasis for our opinion.

 

Inour opinion, the financial statements referred to above present fairly, in allmaterial respects, the financial position of Washington Courtyards, LP as of December 31,2008, and the results of its operations and its cash flows for the year thenended in conformity with accounting principles generally accepted in the UnitedStates of America.

 

 
| /s/  Novogradac & Company LLP |   |
|----------------------------------------|--------|
| Novogradac &  Company LLP     |   |
| Austin,  Texas                         |   |
| April 17,  2009                   |   |

 

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Independent Auditors’ Report

 

Tothe Partners

AMHousing, LP

Aurora,Colorado

 

Wehave audited the accompanying balance sheet of AM Housing, LP (thePartnership), as of December 31, 2009, and the related statements ofoperations, changes in partners’ equity, and cash flows for the year thenended. These financial statements are the responsibility of the Partnership’smanagement. Our responsibility is to express an opinion on these financialstatements based on our audit.

 

Weconducted our audits in accordance with auditing standards generally acceptedin the United States of America, the standards of the Public Company AccountingOversight Board (United States of America) and the standards applicable tofinancial audits contained in *Government AuditingStandards,*issued by the Comptroller General of the 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 is not required to have, nor were weengaged to perform, an audit of its 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.

 

Inour opinion, the financial statements referred to above present fairly, in allmaterial respects, the financialposition of the Partnership as of December 31, 2009, and the results of itsoperations and its cash flows for theyear then ended in conformity with accounting principles generally accepted inthe United States of America.

 

Inaccordance with *Government Auditing Standards,*wehave also issued a report dated March 25, 2010, on our consideration ofthe Partnership’s internal control over financial reporting. The purpose ofthat report is to describe the scope of our testing of internal control overfinancial reporting and the results of that testing and not to provide anopinion on the internal control over financial reporting. In accordance with *Government Auditing Standards,*we have also issued a reportdated March 25, 2010, on the Partnership’s compliance with certainprovisions of laws, regulations, contracts, and grant agreements, and othermatters that could have a direct and material effect on a major BUD-assistedprogram. Those reports are an integral part of an audit performed in accordancewith *Government Auditing Standards*and shouldbe considered in assessing the results of our audit. We noted certain mattersthat we reported to management of the Partnership in a separate letter dated March 25,2010.

 

Ouraudit was conducted for the purpose of forming an opinion on the basicfinancial statements taken as a whole. Tne accompanying supplementalinformation shown on pages 17 and 18 are presented for purposes ofadditional analysis and is not a required part of the basic financialstatements of the Partnership. Such information has been subjected to theauditing procedures applied in the audit of the basic financial statements and,in our opinion, is fairly stated, in all material respects, in relation to thebasic financial statements taken as *a*whole.

 
| /s/  Child, Van Wagoner & Bradshaw, PLLC |   |
|---------------------------------------------------|--------|
| Child,  Van Wagoner & Bradshaw, PLLC     |   |
| Kaysville,  Utah                                  |   |
| March 25,  2010                              |   |

 

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