REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
  To the Partners
 Northrock Housing Associates Limited Partnership
  We have audited the accompanying balance sheets of Northrock Housing Associates Limited Partnership ("Partnership") as of December 31, 2010 and 2009, and the related statements of operations, partners' equity and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits.
  We conducted our audits in accordance with the Standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Partnership has determined that it is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Partnership'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 financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, 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 material respects, the financial position of Northrock Housing Associates Limited Partnership as of December 31, 2010 and 2009 and the results of its operations, changes in partners' equity and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.
  Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental information on pages 1-13 and 1-14 is presented for the purposes of additional analysis and is not required as part of the basic financial statements. Such information has been subjected to the auditing procedures applied in the audits of the basic financial statements, and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.
 
 /s/ Summers, Spencer & Company, CPA
 Summers, Spencer & Company, CPA
 Topeka, Kansas
 February 11, 2011
  
  Report of Independent Auditors
  To the Partners of
 Washington Courtyards, L.P.
  We have audited the accompanying balance sheet of Washington Courtyards, L.P. as of December 31, 2010, and the related statements of operations, changes in partners' capital and cash flows for the year then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audit.
  We conducted our audit in accordance with generally accepted auditing standards as established by the Auditing Standards Board (United States) and in accordance with the auditing standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Partnership has determined that it is not required to have, nor were we engaged to perform, an audit of its internal controls over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Partnership'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 financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
  In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Washington Courtyards, L.P. as of December 31, 2010, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.
 
 /s/ Novogradac & Company LLP
 Novogradac & Company LLP
 Austin, Texas
 February 23, 2011
  
  REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
  To the Partners
 Mulvane Housing Associates Limited Partnership
  We have audited the accompanying balance sheets of Mulvane Housing Associates Limited Partnership ("Partnership") as of December 31, 2010 and 2009, and the related statements of operations, partners' equity and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits.
  We conducted our audits in accordance with the Standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Partnership has determined that it is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Partnership'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 financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, 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 material respects, the financial position of Mulvane Housing Associates Limited Partnership as of December 31, 2010 and 2009, and the results of its operations, changes in partners' equity and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.
  Our audits were conducted for the purpose of forming an opinion on the basic financialstatements taken as a whole. The supplemental information on pages 1-13 and 1-14 ispresented for the purposes of additional analysis and is not required as part of the basicfinancial statements. Such information has been subjected to the auditing procedures applied inthe audits of the basic financial statements, and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.
 
 /s/ Summers, Spencer & Company, CPA
 Summers, Spencer & Company, CPA
 Topeka, Kansas
 February 11, 2011
  
  REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
  To the Partners
 Andover Housing Associates Limited Partnership
  We have audited the accompanying balance sheets of Andover Housing Associates Limited Partnership ("Partnership") as of December 31, 2010 and 2009, and the related statements of operations, partners' equity and cash flows for the years then ended. These financial statements are the responsibility of the partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits.
  We conducted our audits in accordance with the Standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Partnership has determined that it is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits Included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Partnership'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 financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, 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 material respects, the financial position of Andover Housing Associates Limited Partnership as of December 31, 2010 and 2009, and the results of its operations, changes in partners' equity and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.
  Our audits were conducted for the purpose of forming an opinion on the basic financialstatements taken as a whole. The supplemental information on pages 1-13 and 1-14 ispresented for the purposes of additional analysis and is not required as part of the basicfinancial statements. Such information has been subjected to the auditing procedures applied inthe audits of the basic financial statements, and, in our opinion, is fairly stated In all material respects in relation to the basic financial statements taken as a whole.
 
 /s/ Summers, Spencer & Company, CPA
 Summers, Spencer & Company, CPA
 Topeka, Kansas
 February 11, 2011
  
  REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
  To the Partners
 Northrock Housing Associates Two Limited Partnership
  We have audited the accompanying balance sheets of Northrock Housing Associates Two Limited Partnership (“Partnership”) as of December 31, 2010 and 2009 and therelated statements of operations, partners' equity and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits.
  We conducted our audits in accordance with the Standards ofthe Public Company Accounting Oversight Board(United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Partnership has determined that it is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Partnership'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 financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, 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 material respects, the financial position of Northrock Housing Associates Two Limited Partnership as of December 31, 2010 and 2009 and the results of its operations, changes in partners' equity and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.
  Our audits were conducted for the purpose of forming an opinion on the basic financialstatements taken as a whole. The supplemental information on pages 1-13 and 1-14 ispresented for the purposes of additional analysis and is not required as part of the basicfinancial statements. Such information has been subjected to the auditing procedures applied inthe audits of the basic financial statements, and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.
 
 /s/ Summers, Spencer & Company, CPA
 Summers, Spencer & Company, CPA
 Topeka, Kansas
 February 11, 2011
  
  Independent Auditors' Report
  To the Partners
  DS Housing, LP
 Denver, Colorado
  We have audited the accompanying balance sheet of DS Housing, LP (the Partnership), as of December 31, 2010, and the related statements of income, changes in partners' equity, and cash flows for the year then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audit.
  We conducted our audit in accordance with auditing standards generally accepted in the United States of America, the standards of the Public Company Accounting Oversight Board (United States of America) and the standards applicable to financial audits contained in Government Auditing Standards,issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Partnership is not required to have, nor were we engaged to perform, an audit of its 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 financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
  In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Partnership as of December 31, 2010, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.
  In accordance with Government Auditing Standards,we have also issued a report dated March 29, 2011, on our consideration of the Partnership's internal control over financial reporting. The purpose of that report is to describe the scope of our testing of internal control over financial reporting and the results of that testing and not to provide an opinion on the internal control over financial reporting. In accordance with Government Auditing Standards,we have also issued a report dated March 29, 2011, on the Partnership's compliance with certain provisions of laws, regulations, contracts, and grant agreements, and other matters that could have a direct and material effect on a major HUD- assisted program. Those reports are an integral part of an audit performed in accordance with Government Auditing Standardsand should be considered in assessing the results of our audit.
  Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplemental information shown on pages 17 and 18 is presented for purposes of additional analysis and is not a required part of the basic financial statements of the Partnership. Such information has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated, in all material respects, in relation to the basic financial statements taken as a whole.
  /s/ Child, Van Wagoner & Bradshaw, PLLC
 Child, Van Wagoner & Bradshaw, PLLC
 Kaysville, Utah
 March 29, 2011
  
  Report of Independent Auditors
  To the Partners of
 San Diego/Fox Hollow, L.P.:
  We have audited the accompanying balance sheets of San Diego/Fox Hollow, L.P. as of December 31, 2010 and 2009, 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's management. Our responsibility is to express an opinion on these financial statements based on our audits.
  We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and 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 material aspects, the financial position of San Diego/Fox Hollow, L.P. as of December 31, 2010 and 2009, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.
  /s/ Novogradac & Company LLP
 Novogradac & Company LLP
  San Francisco, California
 March 11, 2011
  
  REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
  To the Partners
 Madison Housing Associates Two Limited Partnership
  We have audited the accompanying balance sheets of Madison Housing Associates Two Limited Partnership ("Partnership") as of December 31, 2010 and 2009, and therelated statements of operations, partners' equity and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits.
  We conducted our audits in accordance with the Standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Partnership has determined that it is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Partnership'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 financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, 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 material respects, the financial position of Madison Housing Associates Two Limited Partnership as of December 31, 2010 and 2009, and the results of its- operations, changes in partners' equity and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.
  Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental information on pages 1-14 and 1-15 is presented for the purposes of additional analysis and is not required as part of the basic financial statements. Such information has been subjected to the auditing procedures applied in the audits of the basic financial statements, and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.
  /s/ Summers, Spencer & Company, CPA
 Summers, Spencer & Company, CPA
 Topeka, Kansas
 February 11, 2011
  
  To the Partners
 CC Housing, LP
 Canon City, Colorado
  We have audited the accompanying balance sheet of CC Housing, LP (the Partnership), as of December. 31, 2010, and the related statements of income, changes in partners' equity, and cash flows for the year then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audit.
  We conducted our audit in accordance with auditing standards generally accepted in the United States of America, the standards of the Public Company Accounting Oversight Board (United States of America) and the standards applicable to financial audits contained in Government Auditing Standards,issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Partnership is not required to have, nor were we engaged to perform, an audit of its 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 financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
  In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Partnership as of December 31, 2010, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.
  In accordance with Government Auditing Standards,we have also issued a report dated March 28, 2011, on our consideration of the Partnership's internal control over financial reporting. The purpose of that report is to describe the scope of our testing of internal control over financial reporting and the results of that testing and not to provide an opinion on the internal control over financial reporting. In 'accordance with Government Auditing Standards,we have also issued a report dated March 28, 2011, on the Partnership's compliance with certain provisions of laws, regulations, contracts, and grant agreements, and other matters that could have a direct and material effect on a major HUD-assisted program. Those reports are an integral part of an audit performed in accordance with GovernmentAuditing Standardsand should be considered in assessing the results of our audit.
  Our audit was conducted for the purpose of forming an opinion on the basic financial statementstaken as a whole. The accompanying supplemental information shown on pages 17 and 18 is presented for purposes of additional analysis and is not a required part of the basic financial statements of the Partnership. Such information has been subjected to the auditing proceduresapplied in the audit of the basic financial statements and, in our opinion, is fairly stated, in allmaterial respects, in relation to the basic financial statements taken as a whole.
 
 /s/ Child, Van Wagoner & Bradshaw, PLLC
 Child, Van Wagoner & Bradshaw, PLLC
 Kaysville, Utah
 March 28, 2011
  
  Independent Auditors' Report
  To the Partners
  CT Housing, LP
 Clifton, Colorado
  We have audited the accompanying balance sheet of CT Housing, LP (the Partnership), as of December 31, 2010, and the related statements of income, changes in partners' equity, and cash flows for the year then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audit.
  We conducted our audit in accordance with auditing standards generally accepted in the United States of America, the standards of the Public Company Accounting Oversight Board (United States of America) and the standards applicable to financial audits contained in Government Auditing Standards,issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Partnership is not required to have, nor were we engaged to perform, an audit of its 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 financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
  In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Partnership as of December 31, 2010, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.
  In accordance with Government Auditing Standards,we have also issued a report dated March 25, 2011, on our consideration of the Partnership's internal control over financial reporting. The purpose of that report is to describe the scope of our testing of internal control over financial reporting and the results of that testing and not to provide an opinion on the internal control over financial reporting. In accordance with Government Auditing Standards,we have also issued a report dated March 25, 2011, on the Partnership's compliance with certain provisions of laws, regulations, contracts, and grant agreements, and other matters that could have a direct and material effect on a major HUD-assisted program. Those reports are an integral part of an audit performed in accordance with Government Auditing Standardsand should be considered in assessing the results of our audit.
  Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplemental information shown on pages 17 and 18 is presented for purposes of additional analysis and is not a required part of the basic financial statements of the Partnership. Such information has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated, in all material respects, in relation to the basic financial statements taken as a whole.
  /s/ Child, Van Wagoner & Bradshaw, PLLC
 Child, Van Wagoner & Bradshaw, PLLC
 KaysviIle, Utah
 March 25, 2011
  
  Independent Auditors' Report
  To the Partners
 HS Housing, LP
 Lafayette, Colorado
  We have audited the accompanying balance sheet of HS Housing, LP (the Partnership), as of December 31, 2010, and the related statements of income, changes in partners' equity (deficit), and cash flows for the year then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audit.
  We conducted our audit in accordance with auditing standards generally accepted in the United States of America, the standards of the Public Company Accounting Oversight Board (United States of America) and the standards applicable to financial audits contained in Government Auditing Standards,issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Partnership is not required to have, nor were we engaged to perform, an audit of its 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 financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
  In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Partnership as of December 31, 2010, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.
  In accordance with Government Auditing Standards,we have also issued a report dated March 28, 2011, on our consideration of the Partnership's internal control over financial reporting. The purpose of that report is to describe the scope of our testing of internal control over financial reporting and the results of that testing and not to provide an opinion on the internal control over financial reporting. In accordance with Government Auditing Standards,we have also issued a report dated March 28, 2011, on the Partnership's compliance with certain provisions of laws, regulations, contracts, and grant agreements, and other matters that could have a direct and material effect on a major HUD-assisted program. Those reports are an integral part of an audit performed in accordance with Government Auditing Standardsand should be considered in assessing the results of our audit.
  Our audit was conducted for the purpose of forming an opinion on the basic financial statements takenas a whole. The accompanying supplemental information shown on pages 17 and 18 is presented forpurposes of additional analysis and is not a required part of the basic financial statements of thePartnership. Such information has been subjected to the auditing procedures applied in the audit of thebasic 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 28, 2011
  
  Independent Auditors' Report
  To the Partners
 SM Housing, LP
 Buena Vista, Colorado
  We have audited the accompanying balance sheet of SM Housing, LP (the Partnership), as of December 31, 2010, and the related statements of income, changes in partners' equity, and cash flows for the year thenended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audit.
  We conducted our audit in accordance with auditing standards generally accepted in the United States of America, the standards of the Public Company Accounting Oversight Board (United States of America) and the standards applicable to financial audits contained in Government Auditing Standards,issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Partnership is not required to have, nor were we engaged to perform, an audit of its 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 financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
  In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Partnership as of December 31, 2010, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.
  In accordance with Government Auditing Standards,we have also issued a report dated March 29, 2011, on our consideration of the Partnership's internal control over financial reporting. The purpose of that report is to describe the scope of our testing of internal control over financial reporting and the results of that testing and not to provide an opinion on the internal control over financial reporting. In accordance with GovernmentAuditing Standards,we have also issued a report dated March 29, 2011, on the Partnership's compliance with certain provisions of laws, regulations, contracts, and grant agreements, and other matters that could have a direct and material effect on a major HUD-assisted program. Those reports are an integral part of an audit performed in accordance with Government Auditing Standardsand should be considered in assessing the results of our audit.
  Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplemental information shown on pages 18 and 19 is presented for purposes of additional analysis and is not a required part of the basic financial statements of the Partnership. Such information has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated, in all material respects, in relation to the basic financial statements taken as a whole.
  /s/ Child, Van Wagoner & Bradshaw, PLLC
 Child, Van Wagoner & Bradshaw, PLLC
 Kaysville, Utah
 March 29, 2011
  
 
 Independent Auditors' Report
  To the Partners
 TS  Housing, LP
 Lakewood, Colorado
  We have audited the accompanying balance sheet of TS Housing, LP (the Partnership), as of December 31, 2010, and the related statements of income, changes in partners' equity (deficit), and cash flows for the year then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audit.
  We conducted our audit in accordance with auditing standards generally accepted in the United States of America, the standards of the Public Company Accounting Oversight Board (United States of America) and the standards applicable to financial audits contained in Government Auditing Standards,issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Partnership is not required to have, nor were we engaged to perform, an audit of its 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 financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
  In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Partnership as of December 31, 2010, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.
  In accordance with Government Auditing Standards,we have also issued a report dated March 29, 2011, on our consideration of the Partnership's internal control over financial reporting. The purpose of that report is to describe the scope of our testing of internal control over financial reporting and the results of that testing and not to provide an opinion on the internal control over financial reporting. In accordance with Government Auditing Standards,we have also issued a report dated March 29, 2011, on the Partnership's compliance with certain provisions of laws, regulations, contracts, and grant agreements, and other matters that could have a direct and material effect on a major HUD-assisted program. Those reports are an integral part of an audit performed in accordance with Government Auditing Standardsand should be considered in assessing the results of our audit.
  Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as awhole. The accompanying supplemental information shown on pages 18 and 19 is presented for purposes ofadditional analysis and is not a required part of the basic financial statements of the Partnership. Suchinformation has been subjected to the auditing procedures applied in the audit of the basic financial statementsand, in our opinion, is fairly stated, in all material respects, in relation to the basic financial statements taken as a whole.
 /s/ Child, Van Wagoner & Bradshaw, PLLC
 Child, Van Wagoner & Bradshaw, PLLC
 Kaysville, Utah
 March 29, 2011
  
  REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
  To the Partners
 Northrock Housing Associates Three Limited Partnership
  We have audited the accompanying balance sheets of Northrock Housing Associates Three Limited Partnership (°Partnership") as of December 31, 2010 and 2009, andthe related statements of operations, partners' equity and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits.
  We conducted our audits in accordance with the Standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Partnership has determined that It is not required to have, nor were we engaged to perform, an audit of Its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Partnership'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 financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, 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 material respects, the financial position of Northrock Housing Associates Three Limited Partnership as of December 31, 2010 and 2009, and the results of its operations, changes in partners' equity and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.
  Our audits were conducted for the purpose of forming an opinion on the basic financialstatements taken as a whole. The supplemental information on pages 1-13 and 1-14 ispresented for the purposes of additional analysis and is not required as part of the basicfinancial statements. Such information has been subjected to the auditing procedures applied inthe audits of the basic financial 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 & Company, CPA
 Summers, Spencer & Company, CPA
  Topeka, Kansas
 February 11, 2011
  
  Independent Auditors' Report
  To the Partners
 KP Housing, LP
 Commerce City, Colorado
  We have audited the accompanying balance sheet of KP Housing, LP (the Partnership), as of December 31, 2010, and the related statements of income, changes in partners' equity, and cash flows for the year then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audit.
  We conducted our audit in accordance with auditing standards generally accepted in the United States of America, the standards of the Public Company Accounting Oversight Board (United States of America) and the standards applicable to financial audits contained in Government Auditing Standards,issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Partnership is not required to have, nor were we engaged to perform, an audit of its 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 financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
  In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Partnership as of December 31, 2010, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.
  In accordance with Government Auditing Standards,we have also issued a report dated March 29, 2011, on our consideration of the Partnership's internal control over financial reporting. The purpose of that report is to describe the scope of our testing of internal control over financial reporting and the results of that testing and not to provide an opinion on the internal control over financial reporting. In accordance with Government Auditing Standards,we have also issued a report dated March 29, 2011, on the Partnership's compliance with certain provisions of laws, regulations, contracts, and grant agreements, and other matters that could have a direct and material effect on a major HUD-assisted program. Those reports are an integral part of an audit performed in accordance with GovernmentAuditing Standardsand should be considered in assessing the results of our audit.
  Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplemental information shown on pages 17 and 18 is presented for purposes of additional analysis and is not a required part of the basic financial statements of the Partnership. Such information has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated, in all material respects, in relation to the basic financial statements taken as a whole.
  /s/ Child, Van Wagoner & Bradshaw, PLLC
 Child, Van Wagoner & Bradshaw, PLLC
 Kaysville, Utah
 March 29, 2011
  
  Independent Auditors' Report
  To the Partners AM
 Housing, LP Aurora,
 Colorado
  We have audited the accompanying balance sheet of AM }lousing, LP (the Partnership), as of December 31, 2010, and the related statements of operations, changes in partners' equity, and cash flows for the year then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audit.
  We conducted our audits in accordance with auditing standards generally accepted in the United States of America, the standards of the Public Company Accounting Oversight Board (United States of America) and the standards applicable to financial audits contained in Government Auditing Standards,issued by the Comptroller General of the United States. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Partnership is not required to have, nor were we engaged to perform, an audit of its 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 financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, 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 material respects, the *financial position of the Partnership as of December 31, 2010, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.
  In accordance with Government Auditing Standards,we have also issued a report dated March 29,2011, on our consideration of the Partnership's internal control over financial reporting. The purpose of that report is to describe the scope of our testing of internal control over financial reporting and the results of that testing and not to provide an opinion on the internal control over financial reporting. In accordance with Government Auditing Standards,we have also issued a report dated March 29, 2011, on the Partnership's compliance with certain provisions of laws, regulations, contracts, and grant agreements, and other matters that could have a direct and material effect on a major HUD-assisted program. Those reports are an integral part of an audit performed in accordance with Government Auditing Standardsand should be considered in assessing the results of our audit.
  Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplemental information shown on pages 17 and 18 are presented for purposes of additional analysis and is not a required part of the basic financial statements of the Partnership. Such information has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated, in all material respects, in relation to the basic financial statements taken as a whole.
 
 /s/ Child,Van Wagoner & Bradshaw, PLLC
 Child,Van Wagoner & Bradshaw, PLLC
 Kaysville, Utah
 March 29, 2011
  
  To the Partners
  AP Housing, LP
 Aurora, Colorado
  We have audited the accompanying balance sheet of AP Housing, LP (the Partnership), as of December 31, 2010, and the related statements of income, changes in painters' equity (deficit), and cash flows for the year then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audit.
  We conducted our audit in accordance with auditing standards generally accepted in the United States of America, the standards of the Public Company Accounting Oversight Board (United States of America) and the standards applicable to financial audits contained in Government Auditing Standards,issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Partnership is not required to have, nor were we engaged to perform, an audit of its 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 financial statements; An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
  In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Partnership as of December 31, 2010, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.
  In accordance with Government Auditing Standards,we have also issued a report dated March 29, 2011, on our consideration of the Partnership's internal control over financial reporting. The purpose of that report is to describe the scope of our testing of internal control over financial reporting and the results of that testing and not to provide an opinion on the internal control over financial reporting. In accordance with Government Auditing Standards,we have also issued a report dated March 29, 2011, on the Partnership's compliance with certain provisions of laws, regulations, contracts, and grant agreements, and other matters that could have a direct and material effect on a major HUD-assisted program. Those reports are an integral part of an audit performed in accordance with Government Auditing Standardsand should be considered in assessing the results of our audit.
  Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken asa whole.  The accompanying supplemental information shown on pages. 17 and 18 is presented forpurposes of additional analysis and is not a required part of the basic financial statements of thePartnership. Such information has been subjected to the auditing procedures applied in the audit of thebasic 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 29, 2011
  
 
 Report of Independent Auditors
 
 Partners of
 Washington Courtyards, L.P.
  We have audited the accompanying balance sheet of Washington Courtyards, L.P. as of December 31, 2009, and the related statements of operations, changes in partners' capital and cash flows for the year then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audit.
  We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Partnership has determined that it is not required to have, nor were we engaged to perform, an audit of its internal controls over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Partnership'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 financial statements. An audit also includes assessing the accounting principles usedand significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
  In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Washington Courtyards, L.P. as of December 31, 2009, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.
  /s/ Novogradac & Company LLP
 Novogradac & Company LLP
 Austin, Texas
 February 26, 2010
  
  Independent Auditors' Report
  To the Partners
 DS Housing, LP
 Denver, Colorado
  We have audited the accompanying balance sheet of DS Housing, LP (the Partnership), as of December 31, 2009, and the related statements of income, changes in partners' equity, and cash flows for the year then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audit.
  We conducted our audit in accordance with auditing standards generally accepted in the United States of America, the standards of the Public Company Accounting Oversight Board (United States of America) and the standards applicable to financial audits contained in Government Auditing Standards,issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Partnership is not required to have, nor were we engaged to perform, an audit of its 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 financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
  In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Partnership as of December 31, 2009, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.
  In accordance with Government Auditing Standards,we have also issued a report dated April 14, 2010, on our consideration of the Partnership's internal control over financial reporting. The purpose of that report is to describe the scope of our testing of internal control over financial reporting and the results of that testing and not to provide an opinion on the internal control over financial reporting. In accordance with Government Auditing Standards, wehavealso issued a report dated April 14, 2010, on the Partnership's compliance with certain provisions of laws, regulations, contracts, and grant agreements, and other matters that could have a direct and material effect on a major HUD-assisted program. Those reports are an integral part of an audit performed in accordance with GovernmentAuditing Standardsand should be considered in assessing the results of our audit.
  Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplemental information shown on pages 17 and 18 is presented for purposes of additional analysis and is not a required part of the basic financial statements of the Partnership. Such information has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated, in all material respects, in relation to the basic financial statements taken as a whole.
  /s/ Child, Van Wagoner & Bradshaw, PLLC
 Child, Van Wagoner & Bradshaw, PLLC
 Kaysville, Utah
 April 14, 2010
  
  Independent Auditors’ Report
  To the Partners
  CC Housing, LP
  Canon City, Colorado
  We have audited the accompanying balance sheet of CC Housing, LP (the Partnership), as of December 31, 2009, and the related statements of income, changes in partners' equity, and cash flows for the year then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audit.
  We conducted our audits in accordance with auditing standards generally accepted in the United States of America; the standards of the Public Company Accounting Oversight Board (United States of America) and the standards applicable to financial audits contained in Government Auditing Standards,issued by the Comptroller General of the United States. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Partnership is not required to have, nor were we engaged to perform, an audit of its 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 financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overallfinancial 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 material respects, the financial position of the Partnership as of December 3 I, 2009, and the results of its operations and its cash flowsfor the year then ended in conformity with accounting principles generally accepted in the United States of America.
  In accordance with Government Auditing Standards,we have also issued a report dated April 6, 2010, on our consideration of the Partnership's internal control over financial reporting. The purpose of that report is to describe the scope of our testing of internal control over financial reporting and the results of that testing and not to provide an opinion on the internal control over financial reporting. In accordance with Government Auditing Standards.,we have also issued a report dated April 6, 2010, on the Partnership's compliance with certain provisionsof laws, regulations, contracts, and grant agreements, and other matters that could have a direct and material effect on a major HUD-assisted program. Those reports are an integral part of an audit performed in accordance with Government Auditing Standardsand should be considered in assessing the resultsof our audit. We noted certain matters that we reported to management of the Partnership in a separate letter dated April 6, 2010.
 
 Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplemental information shown on pages 17 and 18 is presented for purposes of additional analysis and is not a required part of the basic financial statements of the Partnership. Such   information has been subjected to the auditing procedures applied inthe audit of the basic financial statements and, in our opinion, is fairly stated, in all material respects, in relation to the basic financial statements taken as a whole.
  /s/ Child, Van Wagoner & Bradshaw, PLLC
 Child, Van Wagoner & Bradshaw, PLLC
 Kaysville, Utah
 April 6, 2010
  
  Independent Auditors’ Report
  To the Partners
  CT Housing LP
  Clifton, Colorado
  We have audited the accompanying balance sheet of CT Housing, LP (the Partnership), as of December 31, 2009, and the related statements of income; changes in partners' equity, and cash flows for the year then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audit.
  We conducted our audit in accordance with auditing standards generally accepted in the United States ofAmerica, the standards of the Public Company Accounting Oversight Board (United States of America) and thestandards applicable to financial audits contained inGovernment Auditing Standards,issued by the ComptrollerGeneral of the United States. Those standards require thatwe plan and perform the audit to obtain reasonableassurance about whether the financial statements are free of material misstatement. The Partnership is notrequired to have, nor were we engaged to perform, an audit of its 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 accounting principles used and significant estimates made by management, as well as evaluating the overall financial statementpresentation. We believe that our audit provides a reasonable basis forouropinion.
  In our opinion,the financial statements referred to above present fairly, in all material 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 then ended in conformity with accounting principles generally accepted in the United States of America.
  In accordance with Government Auditing Standards,we have also issued a report dated April 9, 2010, on our consideration of the Partnership's internal control over financial reporting. The purpose of that report is to describe the scope of our testing of internal control over financial reporting and the results of that testing and not to provide an opinion on the internal control over financial reporting. In accordance with Government Auditing Standards,we have also issued a report dated April 9, 2010, on the Partnership's compliance with certain provisions of laws, regulations, contracts, and grant agreements, and other matters that could have a direct and material effect on a major HUD-assisted program. Those reports are an integral part of an audit performed in accordance with Government Auditing Standardsand should be considered in assessing the results of our audit.
 
 Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplemental information shown on pages 17 and 18 is presented for purposes of additional analysis and is not a required part of the basic financial statements of the Partnership. Such information has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated, in all material respects, in relation to the basic financial statements taken as a whole
 
 /s/ Child, Van Wagoner & Bradshaw, PLLC
 Child, Van Wagoner & Bradshaw, PLLC
 Kaysville, Utah
 April 9, 2010
  
 
 Independent Auditors’ Report
 
 To the Partners
 HS Housing, LP
 Lafayette, Colorado
 
 We have audited the accompanying balance sheet of HS Housing, LP (the Partnership), as of December 31, 2009, and the related statements of income, changes in partners’ equity(deficit), and cash flows for the year then ended. These financial statements are the responsibility of the Partnership’s management. Our responsibility is to express an opinion on these financial statements based on our audit.
  We conducted our audit in accordance with auditing standards generally accepted in the United States of America, the standards of the Public Company Accounting Oversight Board (United States of America) and the standards applicable to financial audits contained in Government Auditing Standards,issuedby the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial• statements are free of material misstatement. The Partnership is not required to have, nor were we engaged to perform, an audit of its 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 financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audit provides a reasonable basis for our opinion.
 
 In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Partnership as of December 31, 2009, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.
 
 In accordance with Government Auditing Standards, we have also issued a report dated April 8, 2010, on our consideration of the Partnership’s internal control over financial reporting.  The purpose of that report is to describe the scope of our testing of internal control over financial reporting and the results of that testing and not to provide an opinion on the internal control over financial reporting.   In accordance with Government Auditing Standards,we have also issued a report dated April 8, 2010, on the Partnership's compliance with certain provisions of laws, regulations, contracts, and grant agreements, and other matters that could have a direct and material effect on a major HUD-assisted program. Those reports are an integral part of an audit performed in accordance with Government Auditing Standardsand should be considered in assessing the results of our audit.
 
 Our audit was conducted for the purpose of forming an opinion on the basic financial statements takenas awhole. The accompanying supplemental information shown on pages 17 and 18 are presented for purposes of additional analysis and is not a required part of the basic financial statements of the Partnership. Such information has been subjected to the auditing procedures applied in the audit ofthe basic financialstatements taken as a whole.
  /s/ Child, Van Wagoner & Bradshaw, PLLC
 Child, Van Wagoner & Bradshaw, PLLC
 Kaysville, Utah
 April 8, 2010
  
 
 Independent Auditors’ Report
 
 To the Partners
 SM Housing, LP
 Buena Vista, Colorado
  We have audited the accompanying balance sheet of SM Housing, LP (the Partnership), as of December 31, 2009, and the related statements of income, changes in partners' equity, and cash flows for the year then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audit.
  We conducted our audit in accordance with auditing standards generally accepted in the United States of America, the standards of the Public Company Accounting Oversight Board (United States of America) and the standards applicable to financial audits contained in Government Auditing Standards,issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Partnership is not required to have, nor were we engaged to perform, an audit of its 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 financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
  In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Partnership as of December 31, 2009, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.
  In accordance with Government Auditing Standards,we have also issued a report dated April 14, 2010, on our consideration of the Partnership's internal control over financial reporting. The purpose of that report is to describe the scope of our testing of internal control over financial reporting and the results of that testing and not to provide an opinion on the internal control over financial reporting. In accordance with Government Auditing Standards,we have also issued a report dated April 14, 2010, on the Partnership's compliance with certain provisions of laws, regulations, contracts, and grant agreements, and other matters that could have a direct and material effect on a major HUD-assisted program. Those reports are an integral part of an audit performed in accordance with Government Auditing Standardsand should be considered in assessing the results of our audit.
  Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplemental information shown on pages 18 and 19 is presented for purposes of additional analysis and is not a required part of the basic financial statements of the Partnership. Such information has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated, in all material respects, in relation to the basic financial statements taken as a whole.
 
 /s/ Child, Van Wagoner & Bradshaw, PLLC
 Child, Van Wagoner & Bradshaw, PLLC
 Kaysville, Utah
 April 14, 2010
  
 
 Independent Auditors’ Report
 
 To the Partners
 TS Housing, LP
 Lakewood, Colorado
  We have audited the accompanying balance sheet of TS Housing, LP (the Partnership), as of December 31, 2009, and the related statements of income, changes in partners' equity (deficit), and cash flows for the year then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audit.
  We conducted our audit in accordance with auditing standards generally accepted in the United States of America, the standards of the Public Company Accounting Oversight Board (United States of America) and the standards applicable to financial audits contained in Government Auditing Standards,issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Partnership is not required to have, nor were we engaged to perform, an audit of its 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 financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
  In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Partnership as of December 31, 2009, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.
  In accordance with Government Auditing Standards,we have also issued a report dated April 1, 2010, on our consideration of the Partnership's internal control over financial reporting. The purpose of that report is to describe the scope of our testing of internal control over financial reporting and the results of that testing and not to provide an opinion on the internal control over financial reporting. In accordance with Government Auditing Standards,we have also issued a report dated April 1, 2010, on the Partnership's compliance with certain provisions of laws, regulations, contracts, and grant agreements, and other matters that could have a direct and material effect on a major HUD-assisted program. Those reports are an integral part of an audit performed in accordance with Government Auditing Standardsand should be considered in assessing the results of our audit.  We noted certain matters that we reported to management of the Partnership in a separate letter dated April 1, 2010.
 
 Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplemental information shown on pages 18 and 19 is presented for purposes of additional analysis and is not a required part of the basic financial statements of the Partnership. Such information has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated, in all material respects, in relation to the basic financial statements taken as a whole.
  /s/ Child, Van Wagoner & Bradshaw, PLLC
 Child, Van Wagoner & Bradshaw, PLLC
 Kaysville, Utah
 April 1, 2010
  
  Independent Auditors’ Report
 
 To the Partners
 AP Housing, LP
 Aurora, Colorado
  We have audited the accompanying balance sheet of AP Housing, LP (the Partnership), as of December 31, 2009, and the related statements of income, changes in partners' equity (deficit), and cash flows for the year then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audit.
  We conducted our audit in accordance with auditing standards generally accepted in the United States of America, the standards of the Public Company Accounting Oversight Board (United States of America) and the standards applicable to financial audits contained in Government Auditing Standards,issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Partnership is not required to have, nor were we engaged to perform, an audit of its 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 financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
  In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Partnership as of December 31, 2009, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.
  In accordance with Government Auditing Standards,we have also issued a report dated April 12, 2010, on our consideration of the Partnership's internal control over financial reporting. The purpose of that report is to describe the scope of our testing of internal control over financial reporting and the results of that testing and not to provide an opinion on the internal control over financial reporting. In accordance with Government Auditing Standards,we have also issued a report dated April 12, 2010, on the Partnership's compliance with certain provisions of laws, regulations, contracts, and grant agreements, and other matters that could have a direct and material effect on a major HUD-assisted program. Those reports are an integral part of an audit performed in accordance with Government Auditing Standardsand should be considered in assessing the results of our audit.
 
 Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplemental information shown on pages 17 and 18 is presented for purposes of additional analysis and is not a required part of the basic financial statements of the Partnership. Such information has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated, in all material respects, in relation to the basic financial statements taken as a whole.
  /s/ Child, Van Wagoner & Bradshaw, PLLC
 Child, Van Wagoner & Bradshaw, PLLC
 Kaysville, Utah
 April 12, 2010
 
 
 
 Independent Auditors’ Report
 
 To the Partners
 KP Housing, LP
 Commerce City, Colorado
  We have audited the accompanying balance sheet of KP Housing, LP (the Partnership), as of December 31, 2009, and the related statements of income, changes in partners' equity, and cash flows for the year then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audit.
  We conducted our audit in accordance with auditing standards generally accepted in the United States of America, the standards of the Public Company Accounting Oversight Board (United States of America) and the standards applicable to financial audits contained in Government Auditing Standards,issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Partnership is not required to have, nor were we engaged to perform, an audit of its 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 financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
  In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Partnership as of December 31, 2009, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.
  In accordance with Government Auditing Standards,we have also issued a report dated April 20, 2010, on our consideration of the Partnership's internal control over financial reporting. The purpose of that report is to describe the scope of our testing of internal control over financial reporting and the results of that testing and not to provide an opinion on the internal control over financial reporting. In accordance with Government Auditing Standards.,we have also issued a report dated April 20, 2010, on the Partnership's compliance with certain provisions of laws, regulations, cont: acts, and grant agreements, and other matters that could have a direct and material effect on a major HUD-assisted program. Those reports are an integral part of an audit performed in accordance with GovernmentAuditing Standardsand should be considered in assessing the results of our audit.
  Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplemental information shown on pages 17 and 18 is presented for purposes of additional analysis and is not a required part of the basic financial statements of the Partnership. Such information has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated, in all material respects, in relation to the basic financial statements taken as a whole.
 
 /s/ Child, Van Wagoner & Bradshaw, PLLC
 Child, Van Wagoner & Bradshaw, PLLC
 Kaysville, Utah
 April 20, 2010
  
 
 Independent Auditors’ Report
 
 To the Partners
 AM Housing, LP
 Aurora, Colorado
 
 We have audited the accompanying balance sheet of AM Housing, LP (the Partnership), as of December 31, 2009, and the related statements of operations, changes in partners' equity, and cash flows for the year then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audit.
 
 We conducted our audits in accordance with auditing standards generally accepted in the United States of America, the standards of the Public Company Accounting Oversight Board (United States of America) and the standards applicable to financial audits contained in Government Auditing Standards,issued by the Comptroller General of the United States. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Partnership is not required to have, nor were we engaged to perform, an audit of its 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 financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, 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 material 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 then ended in conformity with accounting principles generally accepted in the United States of America.
  In accordance with Government Auditing Standards,we have also issued a report dated March 25, 2010, on our consideration of the Partnership's internal control over financial reporting. The purpose of that report is to describe the scope of our testing of internal control over financial reporting and the results of that testing and not to provide an opinion on the internal control over financial reporting. In accordance with Government Auditing Standards,we have also issued a report dated March 25, 2010, on the Partnership's compliance with certain provisions of laws, regulations, contracts, and grant agreements, and other matters that could have a direct and material effect on a major BUD-assisted program. Those reports are an integral part of an audit performed in accordance with Government Auditing Standardsand should be considered in assessing the results of our audit. We noted certain matters that we reported to management of the Partnership in a separate letter dated March 25, 2010.
 
 Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplemental information shown on pages 17 and 18 are presented for purposes of additional analysis and is not a required part of the basic financial statements of the Partnership. Such information has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated, in all material respects, in relation to the basic financial statements taken as awhole.
  /s/ Child, Van Wagoner & Bradshaw, PLLC
 Child, Van Wagoner & Bradshaw, PLLC
 Kaysville, Utah
 March 25, 2010
  
  Independent Auditors' Report
  To the Partners of
 HPD Willows-Oroville, L.P.:
 
 We have audited the accompanying balance sheets of HPD Willows-Oroville, L.P. as of December 31, 2009 and 2008, and the related statements of operations, changes in partners' capital, and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits.
 
 We  conducted our  audits  in accordance with auditing standards generally accepted in the United States of America, the standards of the Public Company Accounting Oversight Board (United States), and Government Auditing Standards,issued by the Comptroller General of the United States. Those standards require that we plan and perform our audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, 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 material 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 the years then ended in conformity with accounting principles generally accepted in the United States of America.
 
 In accordance with Government Auditing Standards,we have also issued a report dated May 12, 2010, on our consideration of HPD Willows-Oroville, L.P.'s internal control over financial reporting and on HPD Willows-Oroville, L.P.'s compliance with certain provisions of laws, regulations, contracts, grant agreements, and other matters that could have a direct and material effect on a major RD-assisted program. The purpose of that report is to describe the scope of our testing of internal control over financial reporting and the results of that testing and not to provide an opinion on the internal control over financial reporting. . Those reports are an integral part of an audit performed in accordance with Government Auditing Standardsand should be read in conjunction with this report in considering the results of our audits.
 
 Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplemental information is presented for purposes of additional analysis and is not a required part of the basic financial statements of HPD Willows-Oroville, L.P. Such information has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated, in all material respects, in relation to the basic financial statements taken as a whole.
  /s/ Novogradac & Co LLP
 Novogradac & Co LLP
 
 San Francisco,
 California
 May 12, 2010
  
 
 Independent Auditors’ Report
 
 To the Partners
 SG Housing LP
 Englewood, Colorado
 
 We have audited the accompanying balance sheet of SG Housing, LP (the Partnership), as of December 31, 2009, and the related statements of income, changes in partners' equity, and cash flows for the year then ended. These financial statements arc the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audit.
  We conducted our audit in accordance with auditing standards generally accepted in the United States of America, the standards of the Public Company Accounting Oversight Board (United States of America) and the standards applicable to financial audits contained in Government Auditing Standards,issued by the Comptroller General of the 'United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Partnership is not required to have, nor were we engaged to perform, an audit of its 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 financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation, We believe that our audit provides a reasonable basis for our opinion.
  In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Partnership as of December 31, 2009, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.
  In accordance with Government Auditing Standards,we have also issued a report dated April 8, 2010, on our consideration of the Partnership's internal control over financial reporting. The purpose of that report is to describe the scope of our testing of internal control over financial reporting and the results of that testing and not to provide an opinion on the internal control over financial reporting. In accordance with Government Auditing Standards,we have also issued a report dated April 8, 2010, on the Partnership's compliance with certain provisions of laws, regulations, contracts, and grant agreements, and other matters that could have a direct and material effect on a major HUD-assisted program. Those reports are an integral part of an audit performed in accordance with Government Auditing Standardsand should be considered in assessing the results of our audit.
  Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying, supplemental information shown on pages 18 and 19 is presented for purposes of additional analysis and is not a required part of the basic financial statements of the Partnership. Such information has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated, in all material respects, in relation to the basic financial statements taken as a whole.
  /s/ Child, Van Wagoner & Bradshaw,PLLC
 Child, Van Wagoner & Bradshaw, PLLC
 Kaysville, Utah
 April 8, 2010
  
  Independent Auditors' Report
  To the Partners
 SG Housing, LP
 Englewood, Colorado
  We have audited the accompanying balance sheet of SG Housing, LP (the Partnership), as of December 31, 2010, and the related statements of income, changes in partners' equity, and cash flows for the year then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audit.
  We conducted our audit in accordance with auditing standards generally accepted in the United States of America, the standards of the Public Company Accounting Oversight Board (United States of America) and the standards applicable to financial audits contained in Government Auditing Standards,issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Partnership is not required to have, nor were we engaged to perform, an audit of its 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 financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
  In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Partnership as of December 31, 2010, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.
  In accordance with Government Auditing Standards,we have also issued a report dated March 30, 2011, on our consideration of the Partnership's internal control over financial reporting. The purpose of that report is to describe the scope of our testing of internal control over financial reporting and the results of that testing and not to provide an opinion on the internal control over financial reporting. In accordance with Government Auditing Standards,we have also issued a report dated March 30, 2011, on the Partnership's compliance with certain provisions of laws, regulations, contracts, and grant agreements, and other matters that could have a direct and material effect on a major HUD-assisted program. Those reports are an integral part of an audit performed in accordance with Government Auditing Standardsand should be considered in assessing the results of our audit
  Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplemental information shown on pages 17 and 18 is presented for purposes of additional analysis and is not a required part of the basic financial statements of the Partnership. Such information has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated, in all material respects, in relation to the basic financial statements taken as a whole.
 
 /s/ Child, Van Wagoner & Bradshaw, PLLC
 Child, Van Wagoner & Bradshaw, PLLC
 Kaysville, Utah
 March 30, 2011