**Exhibit23**

 

REPORT OF INDEPENDENTREGISTERED PUBLIC ACCOUNTING FIRM

 

To the Partners

Northrock Housing Associates Three LimitedPartnership

 

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 andcash 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 the Standards of the PublicCompany 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. ThePartnership has determined that it is not required to have, nor were we engagedto perform, an audit of its internal control 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, 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, the financial statements referred to above presentfairly, in all material respects, the financial position of Northrock HousingAssociates Three. Limited Partnership as of December 31, 2007 and 2006,and the results of its operations, changes in partners’ equity and its cashflows for the years then ended, in conformity with accounting principlesgenerally accepted in the United States of America.

 

 

MayerHoffman McCann P.C.

Topeka,Kansas

 

 

February 15, 2008

 

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REPORT OF INDEPENDENTREGISTERED PUBLIC ACCOUNTING FIRM

 

To the Partners

Madison Housing Associates Two, Limited Partnership

 

We have audited the accompanying balance sheets of Madison HousingAssociates Two Limited Partnership (“Partnership”) as of December 31, 2007and 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.

 

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 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 to above presentfairly, in all material respects, the financial position of Madison HousingAssociates Two Limited Partnership as of December 31, 2007 and 2006, andthe results of its operations, changes in partners’ equity and its cash flowsfor the years then ended, in conformity with accounting principles generallyaccepted in the United States of America.

 

 

Mayer Hoffman McCann P.C.

Topeka, Kansas

 

 

February 15, 2008

 

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REPORT OF INDEPENDENTREGISTERED PUBLIC ACCOUNTING FIRM

 

To the Partners

Northrock Housing Associates Two, Limited Partnership

 

We have audited the accompanying balance sheets of Northrock HousingAssociates Two Limited Partnership (“Partnership”) as of December 31, 2007and 2006, and the related statements of operations, partners’ equity and cashflows 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 audits in accordance with the Standards of the PublicCompany 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 the effectivenessof the Partnership’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, the financial statements referred to above presentfairly, in all material respects^ the financial position of Northrock HousingAssociates Two, Limited Partnership as of December 31, 2007 and 2006, andthe results of its operations, changes in partners’ equity and its cash flowsfor the years then ended, in conformity with accounting principles generallyaccepted in the United States of America.

 

 

MayerHoffman McCann P.C.

Topeka,Kansas

 

February 15,2008

 

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTINGFIRM

 

Tothe Partners

Andover HousingAssociates, Limited Partnership

 

We have auditedthe accompanying balance sheets of Andover Housing Associates LimitedPartnership (“Partnership”) as of December 31, 2007 and 2006, and therelated statements of operations, partners’ equity and cash flows for the yearsthen ended. These financial statements are the responsibility of thePartnership’s management. Our responsibility is to express an opinion on these financial .statements based on our audits.

 

We conducted ouraudits in accordance with the Standards of the Public Company AccountingOversight Board (United States). Those standards require that we plan andperform the audit to obtain reasonable assurance about whether the financialstatements are free of material misstatement. The Partnership has determinedthat it is not required to have, nor we were 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 to above present fairly, in all materialrespects, the financial position of Andover Housing Associates LimitedPartnership as of December 31, 2007 and 2006, 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.

 

 

Mayer Hoffman McCann P.C.

Topeka, Kansas

 

 

February 15, 2008

 

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REPORT OF INDEPENDENTREGISTERED PUBLIC ACCOUNTING FIRM

 

To the Partners

Mulvane Housing Associates Limited Partnership

 

We have audited the accompanying balance sheets of Mulvane HousingAssociates limited Partnership (“Partnership”) as of December 31, 2007 and2006, 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 standardsrequire that we plan and perform the audit to obtain reasonable assurance aboutwhether the financial statements are free of material misstatement. ThePartnership has determined that it Is not required tohave, nor were we engaged to perform, an audit of its internal control overfinancial reporting. Our audit 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 an opinionon the effectiveness of the Partnership’s internal control over financialreporting. 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 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 forthe years then ended, in conformity with accounting principles generallyaccepted in the United States of America.

 

 

MayerHoffman McCann P.C.

Topeka,Kansas

 

February 15,2008

 

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTINGFIRM

 

To the Partners

Northrock HousingAssociates, Limited Partnership

 

We have auditedthe accompanying 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 ouraudits in accordance with the standards of the Public Company AccountingOversight Board (United States). Those standards require that we plan andperform the audits to obtain reasonable assurance about whether the financialstatements are free of material misstatement. 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 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.

 

In our opinion,the financial 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 AUDITORS’ REPORT

 

To the Partners of

Escher SRO Project, L.P.

(HUDProject 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 INDEPENDENT REGISTERED PUBLIC ACCOUNTINGFIRM

 

To the Partners

Northrock HousingAssociates, Limited Partnership

 

We have auditedthe accompanying balance sheets of Northrock Housing Associates, LimitedPartnership as of December 31, 2008 and the.related statements ofoperations, partners’ equity, 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 audits.  The financial statementsof Northrock Housing Associates Limited Partnership for the year ended December 31,2007, were audited by other auditors whose report thereon, dated February 15,2008, expressed an unqualified opinion.

 

We conducted ouraudits in accordance with the standards of the Public Company AccountingOversight Board (United States). Those standards require that we plan andperform the audits to obtain reasonable assurance about whether the financialstatements are free of material misstatement. 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 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 the partnership’sinternal control over financial reporting. Accordingly, we express no suchopinion. An audit includes examining, on a test basis, evidence supporting theamounts 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.

 

In our opinion,the financial statements referred to above present fairly, in all materialrespects, the financial position of Northrock Housing Associates, LimitedPartnership as of December 31, 2008 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.

 

 

Summers, Spencer &Callison,

CPAs, Chartered

Topeka, Kansas

 

February 14, 2009

 

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTINGFIRM

 

To the Partners

MulvaneHousing Associates Limited Partnership

 

We have auditedthe accompanying balance sheets of Mulvane Housing Associates limitedPartnership (“Partnership”) as of December 31, 2008 and the relatedstatements of operations, partners’ equity and cash “flows for the years thenended. These financial statements are the responsibility of the Partnership’smanagement. Our responsibility is to express an opinion on these financialstatements based on our audits.  Thefinancial statements of Mulvane Housing Associates Limited Partnership for theyear ended December 31, 2007, were audited by other auditors whose reportthereon, dated February 15, 2008, expressed an unqualified opinion.

 

We conducted our auditsin accordance with the Standards of the Public Company Accounting OversightBoard (United States). Those standards require that we plan and perform theaudit to obtain reasonable assurance about whether the financial statements arefree of material misstatement. The Partnership has determined 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,the financial statements referred to above present fairly, in all materialrespects; the financial position of Mulvane Housing Associates LimitedPartnership as of December 31, 2008 and the results of its operations,changes in partners’ equity and its cash flows for the years then ended, inconformity with accounting principles generally accepted in the United Statesof America.

 

 

Summers, Spencer &Callison,

CPAs, Chartered

Topeka,Kansas

 

February 14, 2009

 

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Report of Independence Auditors

 

To the Partners of

 

Washington Courtyards, LP

 

We have audited theaccompanying balance sheets of Washington Courtyards, LP as of December 31,2008, and the related statements of operations, changes in partners’ capital andcash flows for the year 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 audit.

 

We conducted our audit inaccordance with the standards of the Public Company Accounting Oversight Board(United States).  Those standards requirethat we plan and perform the audit to obtain reasonable assurance about whetherthe 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 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, thefinancial statements referred to above present fairly, in all materialrespects, 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.

 

 

Novogradac &Company LLP

 

Austin, Texas

 

 

April 17, 2009

 

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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, 2007, 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 financial statementpresentation. We believe that our audit provides a reasonable basis for ouropinion.

 

Inour opinion, the financial statements referred to above present fairly, in allmaterial respects, the financial position of Washington Courtyards, L.P. as ofDecember 31, 2007, and the results of its operations and its cash flowsfor the year then ended, in conformity with accounting principles generallyaccepted in the United States of America.

 

 

Novogradac &Company LLP

 

Austin,Texas

 

 

April 26,2008

 

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REPORT OF INDEPENDENTREGISTERED 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, 2008 and therelated statements of operations, partners’ equity and cash flows for the yearthen 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. The financial statements of Andover Housing Associates LimitedPartnership for the year ended December 31, 2007, were audited by otherauditors whose report thereon, dated February 15, 2008, expressed anunqualified opinion.

 

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 we were 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.

 

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, 2008 and the results of its operations,changes in partners’ equity and its cash flows for the years then ended, inconformity with accounting principles generally accepted in the United States ofAmerica.

 

 

Summers,Spencer & Callison,

CPAs,Chartered

Topeka,Kansas

 

February 14,2009

 

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REPORT OF INDEPENDENTREGISTERED 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, 2008 and therelated statements of operations, partners’ equity and cash flows for the yearthen ended.   These financial statementsare the responsibility of the Partnership’s management. Our responsibility isto express an opinion on these financial statements based on our audits.  The financial statements of Northrock HousingAssociates Two Limited Partnership for the year ended December 31, 2007,were audited by other auditors whose report thereon, dated February 15,2008, expressed an unqualified opinion.

 

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 we were 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.

 

Inour opinion, the financial statements referred to above present fairly, in allmaterial respects the financial position of Northrock Housing Associates Two,Limited Partnership as of December 31, 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.

 

 

Summers,Spencer & Callison,

CPAs,Chartered

Topeka,Kansas

 

February 14,2009

 

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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, 2008 and therelated statements of operations, partners’ equity and cash flows for the yearthen 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. The financial statements of Madison Housing Associates Two LimitedPartnership for the year ended December 31, 2007, were audited by otherauditors whose report thereon, dated February 15, 2008, expressed anunqualified opinion.

 

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 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 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 Madison Housing Associates Two LimitedPartnership as of December 31, 2008 and the results of its operations,changes in partners’ equity and its cash flows for the years then ended, inconformity with accounting principles generally accepted in the United Statesof America.

 

 

Summers,Spencer & Callison,

CPAs,Chartered

Topeka,Kansas

 

February 14,2009

 

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Report of IndependentAuditors

 

Tothe Partners of

San Diego/Fox Hollow, L.P.:

 

Wehave audited the accompanying balance sheets of San Diego/Fox Hollow, LP. as ofDecember 31, 2008 and 2007 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 audit of these statements in accordance with the standards of thePublic Company Accounting Oversight Board (United States). Those standardsrequire that we plan and perform the audit to obtain reasonable assurance aboutwhether the financial statements are free of material misstatement. An auditincludes 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 ofDecember 31, 2008 and 2007, and the results of its operations and its cashflows for the years then ended in conformity with accounting principlesgenerally accepted in the United States of America.

 

 

Novogradac &Company LLP

 

SanFrancisco, California

 

 

March 24,2009

 

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REPORT OF INDEPENDENTREGISTERED PUBLIC ACCOUNTING FIRM

 

To the Partners

NorthrockHousing Associates Three Limited Partnership

 

Wehave audited the accompanying balance sheets of Northrock Housing AssociatesThree Limited Partnership (“Partnership”) as of December 31, 2008 and therelated statements of operations, partners’ equity and cash flows for the yearsthen 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. The financial statements of Northrock Housing Associates Three LimitedPartnership for the year ended December 31, 2007, were audited by otherauditors whose report thereon, dated February 15, 2008, expressed anunqualified opinion.

 

Weconducted our audits in accordance with the Standards of the Public CompanyAccounting Oversight Board (United States). Those standards require that weplan and perform the audits 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 AssociatesThree. Limited Partnership as of December 31, 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.

 

 

Summers,Spencer & Callison,

CPAs,Chartered

Topeka,Kansas

 

February 14,2009

 

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Independent Auditors’ Report

 

Tothe Partners of

HPD Willows-Oroville, L.P.:

 

Wehave audited the accompanying balance sheets of HPD Willows-Oroville, L.P. asof December 31, 2008 and 2007, 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 *GovernmentAuditing Standards,*issued by the Comptroller General of the UnitedStates. Those standards require that we plan and perform our audits to obtainreasonable assurance about whether the financial statements are free ofmaterial misstatements.  An auditincludes 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.

 

Inour opinion, the financial statements referred to above present fairly, in allmaterial respects, the financial position of HPD Willows-Oroville, L.P. as ofDecember 31, 2008 and 2007, and the results of its operations and its cashflows for the years then ended in conformity with accounting principlesgenerally accepted in the United States of America.

 

Inaccordance with *Government AuditingStandards,*we have also issued a report dated May 14, 2009, 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 *GovernmentAuditing Standards,*we have also issued an opinion datedMay 14, 2009, on HPD Willows-Oroville, L.P.’s compliance with certainprovisions of laws, regulations, contracts, grant agreements, and other mattersthat could have a direct and material effect on a major HUD or RD-assistedprogram. Those reports are an integral part of an audit performed in accordancewith *Government Auditing Standards*andshould be read in conjunction with this report in considering the results ofour audits.

 

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HPD Willows-Oroville, L.P. Independent

Auditors’ Report (continued)

 

Our audits were conducted for the purpose of forming an opinion on thebasic financial statements taken as a whole. The accompanying supplementalinformation is presented for purposes of additional analysis and is not arequired part of the financial statements of HPD Willows-Oroville, L.P. Suchinformation has been subjected to the auditing procedures applied in the auditsof the basic financial statements and, in our opinion, is fairly stated, in allmaterial respects, in relation to the basic financial statements taken as awhole.

 

 

Novogradac &Company LLP

 

SanFrancisco, California

May 14, 2009

 

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