UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-K


(Mark One)

[X]   ANNUAL   REPORT  PURSUANT  TO  SECTION  13  OR  15(d)  OF  THE  SECURITIES
      EXCHANGE ACT OF 1934

For the fiscal year ended March 31, 2006

                                       OR

[  ]  TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR 15(d)  OF  THE SECURITIES
      EXCHANGE ACT OF 1934


                         COMMISSION FILE NUMBER 0-20476

                        INDEPENDENCE TAX CREDIT PLUS L.P.
            (Formerly known as Independence Tax Credit Plus Program)
             (Exact name of registrant as specified in its charter)


                    Delaware                                      13-3589920
------------------------------------------------             -------------------
(State or other jurisdiction of incorporation or              (I.R.S. Employer
                 organization)                               Identification No.)

     625 Madison Avenue, New York, New York                         10022
------------------------------------------------             -------------------
    (Address of principal executive offices)                     (Zip Code)


Registrant's telephone number, including area code (212) 517-3700

Securities registered pursuant to Section 12(b) of the Act:

      None

Securities registered pursuant to Section 12(g) of the Act:

      Beneficial  Assignment    Certificates   (including   underlying   Limited
Partnership Interests)

      (Title of Class)

      Indicate by check mark if the registrant is a well-known seasoned  issuer,
as defined in Rule 405 of the Securities Act. Yes [ ] No [X]

      Indicate by check mark if the  registrant  is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. Yes  [  ]  No  [X]

      Indicate by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]

      Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K (ss.229.405 of this chapter) is not contained herein,  and
will not be  contained,  to the best of  registrant's  knowledge,  in definitive
proxy or information  statements  incorporated  by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [X]

      Indicate  by check mark  whether  the  registrant  is a large  accelerated
filer,  an accelerated  filer,  or a  non-accelerated  filer.  See definition of
"accelerated  filer and large  accelerated  filer" in Rule 12b-2 of the Exchange
Act. (Check one):

Large accelerated filer [ ]    Accelerated filer [ ]   Non-accelerated filer [X]

     Indicate  by check mark  whether  the  registrant  is a shell  company  (as
defined in Rule 12b-2 of the Act). Yes [ ] No [X]

      The approximate  aggregate book value of the voting and non-voting  common
equity held by  non-affiliates  of the  Registrant  as of September 30, 2005 was
$3,126,000, based on Limited Partner equity as of such date.

                       DOCUMENTS INCORPORATED BY REFERENCE
      None.


<PAGE>

                                     PART I


Item 1. Business.

General
-------
Independence Tax Credit Plus L.P. (the  "Partnership") is a limited  partnership
which was formed  under the laws of the State of  Delaware  on November 7, 1990.
The general partner of the Partnership is Related Independence  Associates L.P.,
a Delaware limited partnership (the "General  Partner").  The general partner of
the  General  Partner  is  Related  Independence  Associates  Inc.,  a  Delaware
corporation  ("RIAI") and is an affiliate of CharterMac Capital LLC ("CharterMac
Capital") (formerly known as Related Capital Company LLC).

On November 17,  2003,  CharterMac  acquired  CharterMac  Capital,  which is the
parent  of RCC  Manager  LLC,  the sole  shareholder  of RIAI.  Pursuant  to the
acquisition,  CharterMac acquired controlling  interests in the General Partner.
This acquisition did not affect the Partnership or its day-to-day operations, as
the majority of the General Partner's management team remained unchanged.

On November 8, 2005,  CharterMac announced that Stuart J. Boesky would step down
as Chief  Executive  Officer and trustee of CharterMac.  Upon his stepping down,
which was effective on November 15, 2005, he also resigned from this position as
Senior  Vice  President  of RIAI.  Mr.  Boesky will stay on as a  consultant  to
CharterMac  for the next year in order to ensure a smooth  transition.  On March
14,  2006,  CharterMac's  Board of Trustees  named Marc D.  Schnitzer  the Chief
Executive  Officer,  effective  immediately.  Mr. Schnitzer  replaced Stephen M.
Ross, who had served as interim Chief  Executive  Officer since Stuart J. Boesky
resigned in November of 2005.  Mr.  Schnitzer also replaced Mr. Boesky as Senior
Vice President of RIAI.

On July 1, 1991, the Partnership commenced a public offering (the "Offering") of
Beneficial Assignment Certificates ("BACs") representing  assignments of limited
partnership  interests in the  Partnership  ("Limited  Partnership  Interests"),
managed by Related Equities  Corporation (the "Dealer  Manager"),  pursuant to a
prospectus  dated July 1, 1991,  as  supplemented  by Master  Supplement  No. 1a
thereto dated April 28, 1992 and Master Supplement No. 2a thereto dated November
3, 1992 (as so supplemented, the "Prospectus").

The  Partnership  received  $76,786,000 of gross proceeds from the Offering from
5,351 investors and no further issuance of BACs is anticipated.

The Partnership was formed to invest as a limited partner in other  partnerships
("Local  Partnerships",  "subsidiaries"  or  "subsidiary  partnerships")  owning
apartment  complexes  ("Apartment  Complexes" or "Properties") that are eligible
for the low-income  housing tax credit ("Tax Credit")  enacted in the Tax Reform
Act of 1986, some of which may also be eligible for the historic  rehabilitation
tax credit ("Historic Tax Credit").  The Partnership's  investment in each Local
Partnership represents from 98% to 98.99% of the Partnership's  interests in the
Local Partnership.  As of March 31, 2006, the Partnership had acquired interests
in  twenty-eight  Local  Partnerships.  As  of  March  31,  2006,  approximately
$59,700,000 (not including acquisition fees of approximately  $4,500,000) of the
net proceeds of the Offering had been invested in Local  Partnerships,  of which
approximately $18,000 remains to be paid (all of which is held in escrow) to the
Local  Partnerships,  as certain  benchmarks  such as  occupancy  levels must be
attained prior to the release of the funds.  The Partnership  does not intend to
acquire additional properties. See Item 2, Properties, below.


The investment objectives of the Partnership are to:

1.  Entitle  qualified  BACs  holders  to Tax  Credits  over the  period  of the
Partnership's entitlement to claim Tax Credits (for each Property, generally ten
years from the date of investment or, if later,  the date the Property is placed
in  service;  referred to herein as the "Credit  Period")  with  respect to each
Apartment Complex.

2. Preserve and protect the Partnership's capital.

3.  Participate in any capital  appreciation  in the value of the Properties and
provide  distributions  of Sale or Refinancing  Proceeds upon the disposition of
the Properties.

4. Allocate  passive losses to individual  BACs holders to offset passive income
that they may realize  from rental real  estate  investments  and other  passive
activities,  and allocate  passive  losses to  corporate  BACs holders to offset
business income.

One of the Partnership's  objectives is to entitle qualified BACs holders to Tax
Credits  over the Credit  Period.  Each of the Local  Partnerships  in which the
Partnership  has acquired an interest has been  allocated by the relevant  state
credit  agencies the authority to recognize Tax Credits during the Credit Period
provided  that the Local  Partnership  satisfies the rent  restriction,  minimum
set-aside and other requirements for recognition of the Tax Credits at all times
during such period.  Once a Local  Partnership  has become eligible to recognize
Tax Credits,  it may lose such eligibility and suffer an event of "recapture" if
its Property  fails to remain in  compliance  with the Tax Credit  requirements.
None of the Local Partnerships in which the Partnership has acquired an interest
has suffered an event of recapture.

Tax  Credits  with  respect to a given  Apartment  Complex are  available  for a
ten-year period that commences when the Property is leased to qualified tenants.
However,  the annual Tax Credits  available  in the year in which the  Apartment
Complex is leased to qualified  tenants  must be prorated  based upon the months
remaining in the year. The amount of the annual Tax Credits not available in the
first year will be available in the eleventh year. Internal Revenue Code Section
42 regulates  the use of the Apartment  Complexes as to occupancy,  eligibility,
and unit gross rent, among other requirements.  Each Apartment Complex must meet
the provisions of these  regulations  during each of fifteen  consecutive  years
(the  "Compliance  Period") in order to remain qualified to receive the credits.
Certain  Apartment  Complexes  have extended  compliance  periods of up to fifty
years.  The  Partnership  generated  $17,573,  $1,051,548  and $7,001,508 in Tax
Credits during the years ending December 31, 2005, 2004 and 2003, respectively.

The Tax Credits are attached to a Local  Partnership  for the Credit  Period and
are transferable  with the Property during the entirety of such ten year period.

                                       2
<PAGE>

If  trends in the real  estate  market  warranted  the sale of a  Property,  the
remaining Tax Credits would  transfer to the new owner,  thereby adding value to
the Property on the market.  However,  such value  declines each year and is not
included in the financial  statement  carrying amount.  As of December 31, 2005,
all Credit  Periods have expired except for one Local  Partnership  which has an
extended  Credit  Period.  This Local  Partnership  will receive  $17,573 in Tax
Credits through December 31, 2007 and then smaller amounts through 2011.

A loss on  impairment of assets is recorded when  management  estimates  amounts
recoverable   through  future   operations  and  sale  of  the  Property  on  an
undiscounted  basis  are  below  depreciated  cost.  At that  time the  Property
investments  themselves are reduced to estimated fair value (generally using the
discounted cash flow valuation method).  Through March 31, 2006, the Partnership
has recorded approximately $500,000 as an aggregate loss on impairment of assets
or reduction to estimated fair value.

While the value of the  remaining Tax Credits are a factor in  calculating  fair
value,  the expiration of the Credit Period,  in and of itself,  is not the only
factor in determining whether there is an impairment and generally does not have
any adverse impact on the fair value of the Local Partnerships.

There can be no  assurance  that the  Partnership  will  achieve its  investment
objectives as described above.

The  Partnership  is subject to the risks  incident to potential  losses arising
from the management and ownership of improved real estate.  The  Partnership can
also be affected by poor economic conditions generally, however no more than 21%
of the  Properties are located in any single state.  There are also  substantial
risks associated with owning  interests in properties,  as does the Partnership,
which receive government  assistance,  for example the possibility that Congress
may not  appropriate  funds to  enable  the  Department  of  Housing  and  Urban
Development  ("HUD") to make  rental  assistance  payments.  HUD also  restricts
annual  cash  distributions  to  partners  based  on  operating  results  and  a
percentage of the owner's equity  contribution.  The Partnership  cannot sell or
substantially  liquidate its investments in subsidiary  partnerships  during the
period that the subsidy  agreements  are in existence  without  HUD's  approval.
Furthermore,  there may not be market demand for apartments at full market rents
when the rental assistance contracts expire.

Segments
--------
The Partnership operates in one segment, which is the investment in multi-family
residential  property.  Financial information about this segment is set forth in
Item 8 hereto.

Competition
-----------
The real estate  business is highly  competitive  and  substantially  all of the
Properties  acquired by the Partnership are subject to active  competition  from
similar properties in their respective  vicinities.  In addition,  various other
limited partnerships have, in the past, and may, in the future, be formed by the
General  Partner  and/or its  affiliates  to engage in  businesses  which may be
competitive  with the  Partnership.  The  General  Partner  is also the  general
partner of Independence Tax Credit Plus L.P. II.

Employees
---------
The Partnership does not have any direct  employees.  All services are performed
for the  Partnership  by its  General  Partner and its  affiliates.  The General
Partner receives compensation in connection with such activities as set forth in
Items 11 and 13. In addition, the Partnership reimburses the General Partner and
certain  of  its  affiliates  for  expenses  incurred  in  connection  with  the
performance  by their  employees of services for the  Partnership  in accordance
with the  Partnership's  Amended and Restated  Agreement of Limited  Partnership
(the "Partnership Agreement").

Item 1A. Risk Factors

The Partnership's  investment as a limited partner in the Local  Partnerships is
subject to the risks incident to the potential  losses  arising from  management
and ownership of improved real estate. The Partnership's  investments also could
be  adversely  affected  by poor  economic  conditions,  generally,  which could
increase vacancy levels and rental payment defaults,  and by increased operating
expenses,  any or all of which could threaten the financial  viability of one or
more of the Local Partnerships.

There also are  substantial  risks  associated  with the operations of Apartment
Complexes   receiving   government   assistance.   These  include   governmental
regulations  concerning tenant eligibility,  which may make it more difficult to
rent apartments in the Apartment Complexes; difficulties in obtaining government
approval for rent  increases;  limitations on the percentage of income which low
and  moderate-income  tenants may pay as rent; the possibility that Congress may
not appropriate  funds to enable HUD to make the rental  assistance  payments it
has contracted to make;  and that when the rental  assistance  contracts  expire
there may not be market  demand for  apartments  at full market rents in a Local
Partnership's Apartment Complex.

The Local  Partnerships  are impacted by inflation  in several  ways.  Inflation
allows for  increases in rental rates  generally to reflect the impact of higher
operating and  replacement  costs.  Furthermore,  inflation  generally  does not
impact the fixed long-term financing under which real property  investments were
purchased. Inflation also affects the Local Partnerships adversely by increasing
operating costs, such as fuel, utilities, and labor.

Item 1B. Unresolved Staff Comments

Not applicable.

                                       3
<PAGE>

Item 2. Properties.

The  Partnership  holds a 98.99% limited  partnership  interest in  twenty-seven
Local  Partnerships  and  a  98%  limited  partnership  interest  in  one  Local
Partnership  as of March 31,  2006.  Set forth  below is a schedule of the Local
Partnerships including certain information concerning their respective Apartment
Complexes (the "Local Partnership  Schedule").  Further  information  concerning
these  Local  Partnerships  and their  Properties,  including  any  encumbrances
affecting the Properties, may be found in Item 15, Schedule III.
<TABLE>
<CAPTION>
                           Local Partnership Schedule
                           --------------------------
                                                           % of Units Occupied at May 1,
                                                         --------------------------------
Name and Location                        Date Acquired   2006   2005   2004   2003   2002
-------------------------------------    -------------   ----   ----   ----   ----   ----
<S>                                      <C>             <C>    <C>    <C>    <C>    <C>
Harbor Court Limited Partnership         December 1991   100%    98%   100%    98%   100%
Staten Island, NY (40)

Old Public Limited Partnership           December 1991    57%    67%    63%    93%    61%
Lawrenceburg, TN (30)

Lancaster Terrace Limited Partnership    February 1992    96%    93%    89%    86%    97%
Salem, OR (104)

655 North Street Limited Partnership        March 1992    96%    92%    94%    87%    83%
Baton Rouge, LA (195)

Landreth Venture                            March 1992    92%    96%    92%    96%    94%
Philadelphia, PA (47)

Homestead Apartments Associates Ltd.        March 1992    99%    99%    96%    93%    97%
Homestead, FL (123)

Bethel Villa Associates, L.P.               April 1992    99%   100%   100%    99%    97%
Wilmington, DE (150)

West Diamond Street Associates                May 1992   100%   100%    96%    96%   100%
Philadelphia, PA (28)

Susquehanna Partners                          May 1992    91%    87%    98%    96%    94%
Philadelphia, PA (47)

Boston Bay Limited Partnership             August 1992   100%    99%    99%    98%   100%
Boston, MA (88)

Morrant Bay Limited Partnership            August 1992    95%    92%    99%    98%    97%
Boston, MA (130)

Hope Bay Limited Partnership               August 1992   100%    98%   100%   100%    96%
Boston, MA (45)

Lares Apartments Limited Partnership       August 1992   100%   100%   100%   100%   100%
Lares, PR (102)

Lajas Apartments Limited Partnership       August 1992   100%   100%   100%   100%   100%
Lajas, PR (99)

Arlington-Rodeo Properties                 August 1992   100%   100%    97%   100%    90%
Los Angeles, CA (29)

Conifer Bateman Associates                 August 1992    83%    92%    96%    92%    88%
Lowville, NY (24)

Hampden Hall Associates, L.P.           September 1992    84%    95%    93%    99%    95%
St. Louis, MO (75)

Chester Renaissance Associates          September 1992   100%   100%   100%   100%    95%
Chester, PA (20)

Homestead Apts. II LTD                    October 1992    99%    99%    96%    96%    99%
Homestead, FL (112)
</TABLE>

                                       4
<PAGE>

<TABLE>
<CAPTION>
                           Local Partnership Schedule
                           --------------------------
                                   (continued)
                                                          % of Units Occupied at May 1,
                                                        --------------------------------
Name and Location                       Date Acquired   2006   2005   2004   2003   2002
-------------------------------------   -------------   ----   ----   ----   ----   ----
<S>                                     <C>             <C>    <C>    <C>    <C>    <C>
P.S. 157 Associates, L.P.               November 1992   100%   100%   100%   100%   100%
New York, NY (73)

Cloisters  Limited  Partnership II      November 1992    94%    98%    98%    98%    97%
Philadelphia, PA (65)

Creative Choice Homes II, LTD           December 1992    91%    95%    98%    97%    98%
Opa-Locka, FL (328)

Milford Crossing Associates L.P.        December 1992    96%    93%    96%   100%    94%
Milford, DE (73)

BX-7F Associates, L.P.                   January 1993    98%    97%    96%   100%    98%
Bronx, NY (85)

Los Angeles Limited Partnership              May 1993   100%   100%   100%   100%   100%
Rio Piedras, PR (124)

Christine Apartments, L.P.                  June 1993   100%   100%    91%   100%    94%
Buffalo, NY (32)

Plainsboro Housing Partners, L.P.           July 1993    98%    97%    99%    98%    99%
Plainsboro, NJ (126)

Rolling Green Associates, L.P.           October 1993    93%    97%    97%    90%    84%
Syracuse, NY (395)
</TABLE>


All leases are  generally  for  periods  not  exceeding  one to two years and no
tenant occupies more than 10% of the total rentable square footage in any single
Apartment Complex.

Rents from commercial  tenants (to which average rental per square foot applies)
comprise less than 5% of the rental revenues of the  Partnership.  Maximum rents
for  the  residential   units  are  determined   annually  by  HUD  and  reflect
increases/decreases  in  consumer  price  indices in various  geographic  areas.
Market conditions, however, determine the amount of rent actually charged.

Management annually reviews the physical state of the Properties and suggests to
the  respective  general  partners  of the Local  Partnerships  ("Local  General
Partners") budget  improvements,  which are generally funded from cash flow from
operations or release of replacement reserve escrows to the extent available.

Management  annually  reviews  the  insurance  coverage  of the  Properties  and
believes such coverage is adequate.

See Item 1, Business, above, for the general competitive conditions to which the
Properties described above are subject.

Real estate taxes are calculated using rates and assessed valuations  determined
by the  township  or city in which the  Property  is  located.  Such  taxes have
approximated 1% of the aggregate cost of the Properties as shown in Schedule III
to the financial statements included herein.

Item 3.  Legal Proceedings

None

Item 4.  Submission of Matters to a Vote of Security Holders

None

                                       5
<PAGE>

                                     PART II

Item 5. Market for Registrant's  Common Equity,  Related Security Holder Matters
and Issuer Purchaser of Equity Securities

As of March 31, 2006, the Partnership had issued and outstanding  76,786 Limited
Partnership  Interests,  each representing a $1,000 capital  contribution to the
Partnership,  or an aggregate  capital  contribution of $76,786,000.  All of the
issued  and  outstanding  Limited  Partnership  Interests  have  been  issued to
Independence  Assignor Inc. (the "Assignor Limited Partner"),  which has in turn
issued 76,786 BACs to the purchasers  thereof for an aggregate purchase price of
$76,786,000.  Each BAC  represents  all of the economic and virtually all of the
ownership  rights  attributable  to a Limited  Partnership  Interest held by the
Assignor  Limited  Partner.  BACs  may be  converted  into  Limited  Partnership
Interests at no cost to the holder (other than the payment of transfer costs not
to  exceed  $100),  but  Limited  Partnership  Interests  so  acquired  are  not
thereafter convertible into BACs.

Neither  the  BACs nor the  Limited  Partnership  Interests  are  traded  on any
established  trading market. The Partnership does not intend to include the BACs
for  quotation  on NASDAQ or for  listing  on any  national  or  regional  stock
exchange or any other  established  securities  market.  The Revenue Act of 1987
contained  provisions  which have an adverse  impact on  investors  in "publicly
traded  partnerships."  Accordingly,  the General  Partner  has imposed  limited
restrictions  on the  transferability  of the BACs and the  Limited  Partnership
Interests in secondary market transactions.  These restrictions should prevent a
public trading market from developing but may adversely affect the ability of an
investor to liquidate his or her  investment  quickly.  It is expected that such
procedures  will remain in effect until such time, if ever, as further  revision
of the Revenue Act of 1987 may permit the Partnership to lessen the scope of the
restrictions.

As of May 18, 2006, the Partnership has approximately  4,634 registered  holders
of an aggregate of 76,786 BACs.

All  of  the  Partnership's  general  partnership  interests,   representing  an
aggregate capital contribution of $1,000, are held by the General Partner.

There are no material legal  restrictions  in the  Partnership  Agreement on the
ability of the  Partnership to make  distributions.  The Partnership has made no
distributions to the BACs holders as of March 31, 2006. The Partnership does not
anticipate  providing cash distributions to its BACs holders other than from net
refinancing or sales proceeds.

Transfer Procedures
-------------------
The Partnership  from time to time receives  requests by unit holders and others
to transfer BACs and/or Limited Partnership  Interests.  Such requests may occur
in connection  with tender  offers for the  Partnership's  units.  Such requests
implicate  the  Partnership's   policies  and  procedures  concerning  transfers
generally and tender offers in particular, which were adopted by the Partnership
pursuant to the terms of its Partnership  Agreement,  to ensure  compliance with
applicable  law,  avoid adverse tax  consequences  for the  Partnership  and its
investors, and preserve the Partnership's advantageous tax status.

In prior years,  the  Partnership  relied on the 5% safe harbor  established  by
Internal Revenue Service ("IRS")  regulations to avoid being  characterized as a
"publicly-traded  partnership"  that  is  taxed  as a  corporation.  The 5% safe
harbor,  however,  expired and is no longer  available  as of December 31, 2005.
Accordingly,  the  Partnership  now relies on a 2% safe  harbor  established  by
another  IRS  regulation  to avoid  being  characterized  as a  "publicly-traded
partnership" that is taxed as a corporation.

A brief  summary of certain of the  Partnership's  key  policies,  practices and
requirements with respect to transfers and tender offers is as follows:

o    No  transfer  (whether  for  substitution,   assignment  or  otherwise)  is
     effective or binding on the Partnership  unless and until it is approved by
     the General Partner.

o    No transfer will be approved  unless the transferor  and transferee  submit
     complete  and properly  executed  forms of the  Partnership's  own transfer
     documentation.   The   Partnership   does  not  accept  forms  of  transfer
     documentation  other  than its own and does not accept  signatures  made by
     power of attorney in lieu of original signatures by each of the transferors
     and transferees.

o    The Partnership will not approve transfers that in the cumulative aggregate
     for any tax  year  exceed  the IRS 2% safe  harbor,  unless  a  financially
     responsible  person  provides the  Partnership and its partners with (i) an
     indemnity  (in form and  substance  in all ways  acceptable  to the General
     Partner) for all liability (including,  without limitation, any adverse tax
     consequences)  arising from or relating to exceeding the 2% safe harbor and
     (ii) a legal opinion (in form and  substance in all ways  acceptable to the
     General  Partner)  that there will be no adverse  tax  consequences  to the
     Partnership and its partners from exceeding the 2% safe harbor.

o    It order to avoid the  undesirable  situation of one or more tender  offers
     consuming  the  entire  safe  harbor  limitation  early in the tax year and
     leaving the Partnership's remaining investors with no liquidity opportunity
     for the rest of that tax year,  the  Partnership  restricts the  cumulative
     aggregate  total of transfers made pursuant to all tender offers to 1.5% of
     its outstanding  units in each tax year,  unless a financially  responsible
     person  conducting  such tender  offer  provides  the  Partnership  with an
     acceptable  indemnity and legal opinion of the type described above. At the
     end of each tax year, the General Partner, in its discretion, may allow the
     cumulative  total number of transfers  (including those by tender offer) to
     reach the 2% safe harbor limit.

o    The Partnership  requires that all tender offers for its units be conducted
     in accordance with all applicable law including,  without  limitation,  the
     federal securities laws.

The foregoing is solely a summary of the  Partnership's  policies,  requirements
and  practices  with  respect to  transfers  and tender  offers.  More  complete
information,  including  a copy  of  the  Partnership's  transfer  documentation
package, may be obtained from the Partnership.

                                       6
<PAGE>

Item 6.  Selected Financial Data

The  information  set  forth  below  presents  selected  financial  data  of the
Partnership.  Additional  financial  information  is set  forth  in the  audited
consolidated financial statements in Item 8 hereof.
<TABLE>
<CAPTION>
                                                                 Years Ended March 31,
                                      ---------------------------------------------------------------------------
          OPERATIONS                      2006            2005            2004           2003            2002
---------------------------------     -------------   -------------   ------------   -------------   ------------
<S>                                   <C>             <C>             <C>            <C>             <C>
Revenues                              $  23,372,923   $  22,520,951   $ 21,664,974   $  21,055,542   $ 20,573,977

Operating expenses                      (28,472,357)    (28,519,052)   (29,240,908)    (26,413,948)   (26,069,921)
                                      -------------   -------------   ------------   -------------   ------------

Loss before minority interest            (5,099,434)     (5,998,101)    (7,575,934)     (5,358,406)    (5,495,944)

Minority interest in loss of
 subsidiaries                                28,990          33,027         19,365          14,661         13,750
                                      -------------   -------------   ------------   -------------   ------------

Net loss                              $  (5,070,444)  $  (5,965,074)  $ (7,556,569)  $  (5,343,745)  $ (5,482,194)
                                      =============   =============   ============   =============   ============

Net loss per weighted average BAC     $      (65.37)  $      (76.91)  $     (97.43)  $      (68.90)  $     (70.68)
                                      =============   =============   ============   =============   ============

<CAPTION>

                                                                       March 31,
                                      ---------------------------------------------------------------------------
       FINANCIAL POSITION                 2006            2005            2004           2003            2002
---------------------------------     -------------   -------------   ------------   -------------   ------------
<S>                                   <C>             <C>             <C>            <C>             <C>
Total assets                          $ 130,577,695   $ 135,523,965   $139,042,443   $ 142,581,513   $147,768,441
                                      =============   =============   ============   =============   ============

Total liabilities                     $ 124,655,274   $ 124,452,229   $122,586,996   $ 118,327,823   $117,856,272
                                      =============   =============   ============   =============   ============

Minority interest                     $   5,454,506   $   5,533,377   $  4,952,014   $   5,193,688   $  5,508,422
                                      =============   =============   ============   =============   ============

Total partners' capital               $     467,915   $   5,538,359   $ 11,503,433   $  19,060,002   $ 24,403,747
                                      =============   =============   ============   =============   ============
</TABLE>


During the years ended March 31, 2006,  2005,  2004, 2003 and 2002, total assets
decreased  primarily due to depreciation.  During the years ended March 31, 2006
and  2005,  total  liabilities  increased  due to  increased  advances  from  an
affiliate of the General Partner at two Local Partnerships, respectively. During
the year ended March 31,  2004,  total  liabilities  increased  due to increased
advances from an affiliate of the General  Partner to one Local  Partnership and
an increase in accounts payable from operations at a second Local Partnership.

Cash Distributions
------------------
There are no legal restrictions on the Partnership making  distributions to BACs
holders;  however, the Partnership has made no distributions to the BACs holders
as of March 31, 2006 and does not expect to be able to make distributions except
out of  net  sale  proceeds  when  the  Partnership  begins  to  dispose  of its
investments.


                                       7
<PAGE>

Item 7. Management's  Discussion and Analysis of Financial Condition and Results
of Operations

Liquidity and Capital Resources
-------------------------------
As of March 31, 2006, approximately  $59,700,000 (not including acquisition fees
of  approximately  $4,500,000)  of the net  proceeds  of the  Offering  had been
invested in Local  Partnerships,  of which  approximately  $18,000 remains to be
paid (all of which is held in  escrow)  to the Local  Partnerships,  as  certain
benchmarks such as occupancy levels must be attained prior to the release of the
funds.

Short-Term
----------
During  the year  ended  March 31,  2006,  cash and cash  equivalents  decreased
approximately  $137,000. This decrease is due to the acquisition of property and
equipment  ($975,000),  an increase in cash held in escrow relating to investing
activities ($53,000),  repayments of mortgage notes ($2,692,000), a net decrease
in due to local general partners and affiliates relating to financing activities
($41,000)  and  a  decrease  in  capitalization  of  consolidated   subsidiaries
attributable  to minority  interest  ($50,000)  which  exceeded cash provided by
operating activities ($3,674,000).  Included in the adjustments to reconcile the
net loss to net cash provided by operations is depreciation  and amortization of
approximately $5,608,000.

Total  expenses  for the years ended March 31,  2006,  2005 and 2004,  excluding
depreciation and amortization,  interest and general and  administrative-related
parties, totaled $16,179,014, $16,045,935 and $16,261,261, respectively.

Accounts  payable as of March 31, 2006 and 2005 were  $4,329,248 and $6,891,920,
respectively.  Accounts payable are short term liabilities which are expected to
be paid  from  operating  cash  flows,  working  capital  balances  at the Local
Partnership level,  Local General Partner advances and in certain  circumstances
advances from the  Partnership.  Because the  provisions of the secondary  loans
defer the payment of accrued interest of the respective Local Partnerships,  the
Partnership  believes it (and the applicable Local  Partnerships) has sufficient
liquidity  and  ability  to  generate  cash and to meet  existing  and  known or
reasonably likely future cash requirements over both the short and long term.

Accrued  interest  payable  as of March  31,  2006 and 2005 was  $9,756,588  and
$8,287,354,  respectively.  Accrued  interest  payable  represents  the  accrued
interest on all mortgage  loans,  which  include  primary and  secondary  loans.
Certain  secondary  loans have  provisions such that interest is accrued but not
payable until a future date. The Partnership  anticipates the payment of accrued
interest  on the  secondary  loans  (which  make up the  majority of the accrued
interest  payable  amount  owed and  which  have  been  accumulating  since  the
Partnership's  investment in the respective Local Partnership) will be made from
future refinancings or sales proceeds of the respective Local  Partnerships.  In
addition, each Local Partnership's mortgage notes are collateralized by the land
and  buildings of the  respective  Local  Partnership,  and are without  further
recourse to the Partnership.

The  Partnership's  primary source of funds is the cash  distributions  from the
operations of the Local  Partnerships.  These cash  distributions,  which remain
relatively  immaterial,  are available to meet  obligations of the  Partnership.
Cash  distributions  of  approximately  $102,000,  $119,000  and  $148,000  were
received  during the years ended March 31,  2006,  2005 and 2004,  respectively.
However,  management  expects  that the  distributions  received  from the Local
Partnerships  will  increase,  although  not to a  level  sufficient  to  permit
providing cash distributions to BACs holders.  These  distributions,  as well as
the working capital  reserves and the continued  deferral of fees payable to the
General Partner discussed below, will be used to meet the operating  expenses of
the Partnership.

The Partnership's  unconsolidated  working capital reserve at March 31, 2006 was
approximately $89,000.

Partnership   management  fees  owed  to  the  General   Partner   amounting  to
approximately  $7,479,000 and $6,599,000 were accrued and unpaid as of March 31,
2006  and  2005,  respectively.  Without  the  General  Partner's  advances  and
continued  accrual without  payment of certain fees and expense  reimbursements,
the Partnership will not be in a position to meet its  obligations.  The General
Partner has continued to advance and allow the accrual  without payment of these
amounts but is under no obligation to continue to do so.

Long-Term
---------
For a discussion of  contingencies  affecting  certain Local  Partnerships,  see
Results of Operations of Certain Local  Partnerships,  below.  Since the maximum
loss the Partnership would be liable for is its net investment in the respective
subsidiary  partnerships,  the resolution of the existing  contingencies  is not
anticipated  to impact  future  results of  operations,  liquidity  or financial
condition in a material way. However,  the Partnership's  loss of its investment
in a Local Partnership will eliminate the ability to generate future Tax Credits
from such Local  Partnership  and may also result in recapture of Tax Credits if
the investment is lost before expiration of the Credit Period.

Management is not aware of any trends or events,  commitments or  uncertainties,
which  have not  otherwise  been  disclosed,  that will or are  likely to impact
liquidity in a material way.  Management  believes the only impact would be from
laws  that  have not yet been  adopted.  The  portfolio  is  diversified  by the
location of the  Properties  around the United States so that if one area of the
country is experiencing  downturns in the economy,  the remaining  Properties in
the  portfolio  may  be   experiencing   upswings.   However,   the   geographic
diversification  of the portfolio may not protect against a general  downturn in
the national  economy.  The  Partnership  has fully invested the proceeds of its
Offering in 28 Local Partnerships,  all of which have their Tax Credits fully in
place. Tax Credits are attached to a Property for a period of ten years, and are
transferable  with the Property during the remainder of the ten-year period.  If
trends in the real estate market warranted the sale of a Property, the remaining
Tax  Credits  would  transfer  to the new  owner;  thereby  adding  value to the
Property  on the  market.  However,  such  value  declines  each year and is not
included in the financial  statement  carrying  amount.  The Credit  Periods are
scheduled to expire at various times  through  December 31, 2010 with respect to
the Local Partnerships depending upon when the Credit Period commenced.

                                       8
<PAGE>

Tabular Disclosure of Contractual Obligations
---------------------------------------------
The following  table  summarizes the  Partnership's  commitments as of March 31,
2006 to make future  payments under its debt  agreements  and other  contractual
obligations.

<TABLE>
<CAPTION>
                                             Less than        1-3           3-5        More than
                                 Total        1 Year         Years         Years        5 Years
                              -----------   -----------   -----------   -----------   -----------
<S>                           <C>           <C>           <C>           <C>           <C>
Mortgage notes payable (a)    $87,616,444   $ 3,205,484   $ 9,052,204   $14,799,020   $60,559,736
Long term notes payable (b)     1,418,781             -             -             -     1,418,781
                              -----------   -----------   -----------   -----------   -----------
                              $89,035,225   $ 3,205,484   $ 9,052,204   $14,799,020   $61,978,517
                              ===========   ===========   ===========   ===========   ===========
</TABLE>

(a)  The  mortgage  notes are  payable  in  aggregate  monthly  installments  of
     approximately  $601,000,  including principal and interest at rates varying
     from  0%  to  9%  per  annum,   through  the  year  2048.  Each  subsidiary
     partnership's  mortgage  note  payable  is  collateralized  by the land and
     buildings of the  respective  subsidiary  partnership,  the  assignment  of
     certain subsidiary  partnerships'  rents and leases, and is without further
     recourse.


(b)  See Note 8 (B) ii in Item 8. Financial  Statements and Supplementary  Data.

Off Balance Sheet Arrangements
------------------------------

The Partnership has no off-balance sheet arrangements.

Critical Accounting Policies
----------------------------
In  preparing  the  consolidated  financial  statements,   management  has  made
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities at the date of the financial  statements and the reported amounts of
revenues and expenses during the reporting periods.  Actual results could differ
from those  estimates.  Set forth below is a summary of the accounting  policies
that  management  believes are critical to the  preparation of the  consolidated
financial  statements.  The summary should be read in conjunction  with the more
complete discussion of the Partnership's  accounting policies included in Note 2
to the consolidated financial statements in this annual report on Form 10-K.

Property and Equipment
----------------------
Property and  equipment  to be held and used are carried at cost which  includes
the purchase price, acquisition fees and expenses,  construction period interest
and any other costs incurred in acquiring the  Properties.  The cost of property
and equipment is depreciated over their estimated useful lives using accelerated
and straight-line methods.  Expenditures for repairs and maintenance are charged
to expense as incurred;  major renewals and betterments are capitalized.  At the
time property and  equipment are retired or otherwise  disposed of, the cost and
accumulated   depreciation  are  eliminated  from  the  assets  and  accumulated
depreciation accounts and the profit or loss on such disposition is reflected in
earnings.  The  Partnership  complies  with  Statement of  Financial  Accounting
Standards  ("SFAS")  No. 144  "Accounting  for the  Impairment  or  Disposal  of
Long-Lived  Assets".  A loss on impairment of assets is recorded when management
estimates amounts recoverable through future operations and sale of the Property
on an  undiscounted  basis is below  depreciated  cost.  At that time,  Property
investments  themselves  are reduced to estimated  fair value  (generally  using
discounted  cash flows) when the Property is  considered  to be impaired and the
depreciated cost exceeds estimated fair value.

At the time management  commits to a plan to dispose of assets,  said assets are
adjusted to the lower of carrying amount or fair value less costs to sell. These
assets  are  classified  as  property  and  equipment-held  for sale and are not
depreciated.

Through March 31, 2006, the Partnership has recorded  approximately  $500,000 as
an aggregate loss on impairment of assets.

Revenue Recognition
-------------------

Rental income is earned  primarily under standard  residential  operating leases
and is typically  due the first day of each month,  but can vary by Property due
to the terms of the tenant leases.  Rental income is recognized  when earned and
charged to tenants' accounts  receivable if not received by the due date. Rental
payments  received in advance of the due date are deferred until earned.  Rental
subsidies  are  recognized  as  rental  income  during  the month in which it is
earned.

Other  revenues are  recorded  when earned and consist of the  following  items:
Interest  income  earned on cash and cash  equivalent  balances and cash held in
escrow balances,  income from forfeited security deposits, late charges, laundry
and vending income and other rental related items.

Other revenues  include the following  amounts at both the Partnership and Local
Partnership Ended level:
<TABLE>
<CAPTION>
                           2006       2005*      2004
                         --------   --------   --------
<S>                      <C>        <C>        <C>
Interest                 $163,816   $ 90,727   $112,027
Other                     743,457    606,138    522,842
                         --------   --------   --------

   Total other revenue   $907,273   $696,865   $634,869
                         ========   ========   ========
</TABLE>

* Reclassified for comparative purposes.

                                       9
<PAGE>

Income Taxes
------------
The  Partnership  is not  required to provide  for, or pay,  any federal  income
taxes.  Net income or loss generated by the Partnership is passed through to the
partners and is required to be reported by them. The  Partnership may be subject
to state and local taxes in jurisdictions  in which it operates.  For income tax
purposes, the Partnership has a fiscal year ending December 31.

New Accounting Pronouncements
-----------------------------
In June 2005, the Financial  Accounting Standards Board ("FASB") issued SFAS No.
154,  Accounting  Changes and Error  Corrections  ("FAS 154").  FAS 154 replaces
Accounting  Principles  Board Opinion No. 20,  Accounting  Changes and Financial
Accounting  Standard No. 3, Reporting  Accounting  Changes in Interim  Financial
Statements.  FAS 154 requires that a voluntary change in accounting principle be
applied  retrospectively with all prior period financial statements presented on
the new accounting  principle.  FAS 154 also requires that a change in method of
depreciating  or  amortizing a long-lived  nonfinancial  asset be accounted  for
prospectively  as a change in estimate,  and  correction of errors in previously
issued financial statements should be termed a restatement. FAS 154 is effective
for accounting  changes and correction of errors made in fiscal years  beginning
after December 15, 2005. The implementation of FAS 154 is not expected to have a
material impact on the Partnership's consolidated financial statements.

In June 2005, the FASB issued Emerging  Issues Task Force No. 04-5,  Determining
Whether a General  Partner,  or the  General  Partners  as a Group,  Controls  a
Limited  Partnership  or Similar  Entity When the Limited  Partners Have Certain
Rights ("EITF No. 04-5"). EITF No. 04-5 replaces counterpart requirements in the
Statement  of  Position  78-9,   which  provides   guidance  on  accounting  for
investments in  real-estate  ventures and limited  partnerships.  Under EITF No.
04-5, the general  partner's  control would be overcome if the limited  partners
have  either (i)  "kick-out  rights"-  the right to dissolve  or  liquidate  the
partnership  or otherwise  remove the general  partner  "without  cause" or (ii)
"participating  rights" - the right to  effectively  participate  in significant
decisions  made  in the  ordinary  course  of the  partnership's  business.  The
kick-out  rights and the  participating  rights must be  substantive in order to
overcome the general partner's  control.  EITF No. 04-5 is now effective.  Since
the Partnership's  financial  statements are presented on a consolidated  basis,
the adoption of EITF No. 04-5 has not had a material effect on the Partnership's
consolidated results of operations.

Results of Operations
---------------------
The following is a summary of the results of operations of the  Partnership  for
the years ended March 31,  2006,  2005 and 2004 (the 2005,  2004 and 2003 Fiscal
Years, respectively.)

The Partnership's results of operations for the 2005, 2004 and 2003 Fiscal Years
consisted  primarily  of the  results  of the  Partnership's  investment  in the
twenty-eight  Local  Partnerships.  The  majority  of Local  Partnership  income
continues  to be in the form of rental  income with the  corresponding  expenses
being divided among operations, depreciation and mortgage interest.

The net  loss for the  2005,  2004 and 2003  Fiscal  Years  totaled  $5,070,444,
$5,965,074 and $7,556,569, respectively.

The  Partnership and BACs holders began to recognize Tax Credits with respect to
a Property when the Credit Period for such  Property  commenced.  Because of the
time required for the  acquisition,  completion and rent-up of  Properties,  the
amount of Tax Credits per BAC gradually  increased over the first three years of
the  Partnership.  Tax Credits not  recognized  in the first three years will be
recognized in the 11th through 13th years.  The Partnership  generated  $17,573,
$1,051,548  and  $7,001,508  of Tax Credits  during the 2005,  2004 and 2003 tax
years, respectively.


2005 vs. 2004
-------------

Rental income increased approximately 3% for the 2005 Fiscal Year as compared to
the 2004 Fiscal Year,  primarily due to HUD's  approval of rental  increases and
increases in occupancy at two Local  Partnerships  and rental rate  increases at
the other Local Partnerships.

Other  income  increased  approximately  $210,000  for the 2005  Fiscal  Year as
compared to the 2004 Fiscal Year, primarily due to an increase in tenant charges
and a grant  received  from HUD at one Local  Partnership  offset by a  security
reimbursement in the prior year at a second Local Partnership.

Total expenses, excluding operating,  remained fairly consistent with a decrease
of  approximately  1% for the 2005  Fiscal  Year as  compared to the 2004 Fiscal
Year.

Operating expense increased  approximately  $276,000 for the 2005 Fiscal Year as
compared to the 2004 Fiscal Year,  primarily  due to increases in gas charges at
three  Local  Partnerships,  an  increase  in water  charges  at a fourth  Local
Partnership and an increase in fuel expense at a fifth Local Partnership.

2004 vs. 2003
-------------

Rental income increased approximately 4% for the 2004 Fiscal Year as compared to
the 2003 Fiscal Year, primarily due to rental rate increases.

Total expenses,  excluding taxes,  remained fairly consistent with a decrease of
approximately 7% for the 2004 Fiscal Year as compared to the 2003 Fiscal Year.

Tax  expense  increased  approximately  $191,000  for the  2004  Fiscal  Year as
compared to the 2003 Fiscal Year, primarily due to an increase in state property
taxes at two Local Partnerships.

                                       10
<PAGE>

Results of Operations of Certain Local Partnerships
---------------------------------------------------

Creative Choice Homes II L.P. ("Opa-Locka")
------------------------------------------

Opa-Locka is in default on its third and fourth  mortgage notes and has incurred
significant  operating  losses.  This condition raises  substantial  doubt about
Opa-Locka's ability to continue as a going concern. The ability for Opa-Locka to
continue as a going concern is based on the Local General  Partner's  continuing
ability to fund operating losses.  The Partnership's  investment in Opa-Locka at
March  31,  2006  and  2005  was   approximately   $2,972,000  and   $2,969,000,
respectively,  and  the  minority  interest  balance  was  $0  for  both  years.
Opa-Locka's net income (loss) amounted to approximately  $3,000,  $(465,000) and
$(1,550,000) for the 2005, 2004 and 2003 Fiscal Years,  respectively.  The Local
General Partner has hired a new managing agent.  The new manager is implementing
a strategy to reduce  overall  operating  expenses,  as  reflected  in Opa-Locka
recording net income for the 2005 Fiscal Year.

Other
-----

The Partnership's  investment as a limited partner in the Local  Partnerships is
subject to the risks incident to the potential  losses  arising from  management
and ownership of improved real estate. The Partnership's  investments also could
be  adversely  affected  by poor  economic  conditions,  generally,  which could
increase vacancy levels and rental payment  defaults and by increased  operating
expenses,  any or all of which could threaten the financial  viability of one or
more of the Local Partnerships.

There also are  substantial  risks  associated  with the operations of Apartment
Complexes   receiving   government   assistance.   These  include   governmental
regulations  concerning tenant eligibility,  which may make it more difficult to
rent apartments in the Apartment Complexes; difficulties in obtaining government
approval for rent  increases;  limitations on the percentage of income which low
and  moderate-income  tenants may pay as rent; the possibility that Congress may
not appropriate  funds to enable HUD to make the rental  assistance  payments it
has contracted to make;  and that when the rental  assistance  contracts  expire
there may not be market  demand for  apartments  at full market rents in a Local
Partnership's Apartment Complex.

The Local  Partnerships  are impacted by inflation  in several  ways.  Inflation
allows for  increases in rental rates  generally to reflect the impact of higher
operating and  replacement  costs.  Furthermore,  inflation  generally  does not
impact the fixed long-term financing under which real property  investments were
purchased. Inflation also affects the Local Partnerships adversely by increasing
operating costs, such as fuel, utilities, and labor.

Item 7A.  Quantitative and Qualitative Disclosure about Market Risk

Mortgage notes are payable in aggregate monthly installments including principal
and interest at rates varying from 0% to 9% per annum.  The Partnership does not
believe  there is a material risk  associated  with the various  interest  rates
associated  with the  mortgage  notes as the  majority of the Local  Partnership
mortgage notes have fixed rates. The Partnership  currently discloses in Item 8,
Note 3 of the Notes to Consolidated Financial Statements,  the fair value of the
mortgage notes payable.

The Partnership does not have any other market risk sensitive instruments.

                                       11
<PAGE>



<TABLE>
<CAPTION>

Item 8.       Financial Statements and Supplementary Data
                                                                                                            Sequential
                                                                                                              Page
                                                                                                            ----------
<S>           <C>                                                                                               <C>
(a) 1.        Consolidated Financial Statements

              Report of Independent Registered Public Accounting Firm                                           13

              Consolidated Balance Sheets at March 31, 2006 and 2005                                            53

              Consolidated Statements of Operations for the Years Ended March 31, 2006, 2005 and 2004           54

              Consolidated Statements of Changes in Partners' Capital (Deficit) for the Years Ended
              March 31, 2006, 2005 and 2004                                                                     55

              Consolidated Statements of Cash Flows for the Years Ended March 31, 2006, 2005 and 2004           56

              Notes to Consolidated Financial Statements                                                        57

</TABLE>


                                       12
<PAGE>



             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
             -------------------------------------------------------


To the Partners of
Independence Tax Credit Plus L.P. and Subsidiaries
(A Delaware Limited Partnership)

We have audited the consolidated  balance sheets of Independence Tax Credit Plus
L.P. and Subsidiaries (A Delaware Limited  Partnership) as of March 31, 2006 and
2005,  and  the  related  consolidated  statements  of  operations,  changes  in
partners' capital (deficit),  and cash flows for the years ended March 31, 2006,
2005 and 2004 (the 2005, 2004 and 2003 Fiscal Years). 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 did not
audit the  financial  statements  for twelve  (2005 Fiscal  Year),  eleven (2004
Fiscal Year) and twenty-seven  (2003 Fiscal Year) subsidiary  partnerships whose
losses aggregated  $2,090,127,  $2,377,869 and $5,925,149 for the 2005, 2004 and
2003  Fiscal  Years,  respectively,  and  whose  assets  constituted  42% of the
Partnership's assets at both March 31, 2006 and 2005, respectively, presented in
the accompanying consolidated financial statements. The financial statements for
eleven (2005 Fiscal Year),  ten (2004 Fiscal Year) and  twenty-six  (2003 Fiscal
Year) of these  subsidiary  partnerships  were audited by other  auditors  whose
reports  thereon  have been  furnished to us and our opinion  expressed  herein,
insofar as it relates to the amounts included for these subsidiary  partnerships
is based solely upon the reports of the other auditors. The financial statements
for one of these subsidiary partnerships were unaudited.

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  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.  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,  based upon our audits,  and the reports of the other  auditors
referred to above,  the  consolidated  financial  statements  referred to in the
first paragraph present fairly, in all material respects, the financial position
of  Independence  Tax Credit Plus L.P.  and  Subsidiaries  at March 31, 2006 and
2005,  and the  results of their  operations  and their cash flows for the years
ended March 31, 2006, 2005 and 2004, in conformity with U.S.  generally accepted
accounting principles.




TRIEN ROSENBERG ROSENBERG
WEINBERG CIULLO & FAZZARI LLP


New York, New York
June 20, 2006


                                       13
<PAGE>


[Letterhead of Reznick Fedder & Silverman]

INDEPENDENT AUDITORS' REPORT

To the Partners
Harbor Court L.P.

We have  audited  the  accompanying  balance  sheets of Harbor  Court L.P. as of
December  31, 2005 and 2004,  and the related  statements  of income,  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 audit in accordance with auditing standards  generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the 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 Harbor  Court L.P.,  as of
December  31,  2005 and 2004,  and the  results of its  income,  the  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.

/s/ Reznick Fedder & Silverman
Bethesda, Maryland
January 28, 2006


                                       14
<PAGE>

[Letterhead of Reznick Fedder & Silverman]

INDEPENDENT AUDITORS' REPORT

To the Partners
Harbor Court L.P.

We have  audited  the  accompanying  balance  sheets of Harbor  Court L.P. as of
December  31, 2003 and 2002,  and the related  statements  of income,  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 audit in accordance with auditing standards  generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the 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 Harbor  Court L.P.,  as of
December  31,  2003 and 2002,  and the  results of its  income,  the  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.

/s/ Reznick Fedder & Silverman
Bethesda, Maryland
January 26, 2004


                                       15
<PAGE>



[Letterhead of Mack Roberts & Company, L.L.C.]

INDEPENDENT AUDITOR'S REPORT

The Partners
Lancaster Terrace Limited Partnership
Salem, Oregon

We have audited the balance sheets of Lancaster  Terrace Limited  Partnership as
of December 31, 2003 and 2002, 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 U.S.  generally  accepted  auditing
standards.  Those standards require that we plan and perform the 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 Lancaster  Terrace  Limited
Partnership  as of December 31, 2003 and 2002, and the results of its operations
and its cash flows for the years then ended in  conformity  with U.S.  generally
accepted accounting principles.

/s/ Mack, Roberts & Co., L.L.C.
Portland, Oregon
February 5, 2004



                                       16
<PAGE>


[Letterhead of Pailet, Meunier and LeBlanc, L.L.P.]

INDEPENDENT AUDITOR'S REPORT

To the Partners
655 North Street Limited Partnership
New Orleans, Louisiana

We have audited the  accompanying  balance  sheets of 655 North  Street  Limited
Partnership,  HUD Project No.  064-44801,  as of December 31, 2005 and 2004, and
the related  statements of income,  changes in 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) 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.  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 655 North  Street  Limited
Partnership,  HUD Project No.  064-44801,  as of December 31, 2005 and 2004, and
the results of its operations,  changes in partners' equity,  and 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 and the  CONSOLIDATED  AUDIT
GUIDE FOR AUDITS OF HUD PROGRAMS  issued by the U.S.  Department  of Housing and
Urban  Development,  we have also issued a report dated January 31, 2006, on our
consideration of 655 North Street Limited  Partnership's  internal control,  and
reports  dated January 31, 2006, on its  compliance  with specific  requirements
applicable  to major HUD programs and specific  requirements  applicable to Fair
Housing and  Non-Discrimination.  Those reports are an integral part of an audit
performed in accordance with GOVERNMENT AUDITING STANDARDS and should be read in
conjunction with this report in considering the results of our audit.

Our audits  were  conducted  for the  purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplemental information
on pages 19 to 33 is presented for purposes of additional  analysis and is not a
required part of the basic financial statements of the Project. 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/ Pailet, Meunier & LeBlanc, L.L.P.
Metairie, Louisiana
January 31, 2006

                                       17
<PAGE>


[Letterhead of Pailet, Meunier and LeBlanc, L.L.P.]

INDEPENDENT AUDITOR'S REPORT

To the Partners
655 North Street Limited Partnership
New Orleans, Louisiana

We have audited the  accompanying  balance  sheets of 655 North  Street  Limited
Partnership,  HUD Project No.  064-44801,  as of December 31, 2003 and 2002, and
the related  statements of income,  changes in 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 auditing standards generally accepted
in the 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 and free of
material  misstatement.  An audit includes examining,  or 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 655 North  Street  Limited
Partnership,  HUD Project No.  064-44801,  as of December 31, 2003 and 2002, and
the results of its operations,  changes in partners' equity,  and 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 and the  CONSOLIDATED  AUDIT
GUIDE FOR AUDITS OF HUD PROGRAMS  issued by the U.S.  Department  of Housing and
Urban Development,  we have also issued a report dated February 21, 2004, on our
consideration of 655 North Street Limited  Partnership's  internal control,  and
reports dated  February 21, 2004, on its compliance  with specific  requirements
applicable  to major HUD programs and specific  requirements  applicable to Fair
Housing and  Non-Discrimination.  Those reports are an integral part of an audit
performed in accordance with Government Auditing Standards and should be read in
conjunction with this report in considering the results of our audit.

Our audits  were  conducted  for the  purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplemental information
on pages 19 to 33 is presented for purposes of additional  analysis and is not a
required part of the basic financial statements of the Project. 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/ Pailet, Meunier & LeBlanc, L.L.P.
Metairie, Louisiana
February 21, 2004

                                       18
<PAGE>


[Letterhead of Reznick, Fedder & Silverman]

INDEPENDENT AUDITORS' REPORT

To the Partners of
Landreth Venture

We have  audited  the  accompanying  balance  sheet of  Landreth  Venture  as of
December  31,  2003 and 2002,  and the  related  statements  of profit and loss,
changes in partners'  equity  (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 the  financial
statements based on our audits.

We conducted our audit in accordance with auditing standards  generally accepted
in the 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.  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 Landreth Venture as of December
31, 2003 and 2002, and the results of its  operations,  the changes in partners'
equity (deficit) 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 our report
for  the  year  ended  December  31,  2003,  dated  January  30,  2004,  on  our
consideration of Landreth  Venture's  internal control over financial  reporting
and on our tests of its compliance with certain provisions of laws, regulations,
contracts and grants.  The report is an integral  part of an audit  performed in
accordance with Government  Auditing Standards and should be read in conjunction
with this report in considering the results of our audit.

Our  audits  were  made for the  purpose  of  forming  an  opinion  on the basis
financial statements taken as a whole. The supplemental  information on pages 27
through  30 is  presented  for  purposes  of  additional  analysis  and is not a
required  part of the basic  financial  statements.  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/ Reznick Fedder & Silverman
Baltimore, Maryland
January 30, 2004

                                       19
<PAGE>


[Letterhead of Friedman, Alpren & Green LLP]

INDEPENDENT AUDITORS' REPORT

To the Partners
Homestead Apartments Associates, Ltd.

We  have  audited  the  accompanying   balance  sheet  of  HOMESTEAD  APARTMENTS
ASSOCIATES,  LTD. (a limited  partnership)  as of  December  31,  2003,  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 auditing standards  generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the 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  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  HOMESTEAD   APARTMENTS
ASSOCIATES,  LTD. as of December 31, 2003, 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/ Friedman, Alpren & Green LLP
New York, New York
February 11, 2004

                                       20
<PAGE>


[Letterhead of Reznick Fedder & Silverman]

INDEPENDENT AUDITORS' REPORT

To the Partners
Bethel Villa Associates, L.P.

We have audited the accompanying balance sheets of Bethel Villa Associates, L.P.
as of December 31, 2003 and 2002, and the related  statements of profit and loss
(on Form No.  92410),  partners'  equity  (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 in accordance with auditing standards generally accepted
in the 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.  An audit includes examining,  or 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 Bethel Villa Associates, LP. as
of December 31, 2003 and 2002, and the results of its operations, the changes in
partners'  equity  (deficit)  and  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 and the  "Consolidated  Audit
Guide for Audits of HUD Programs," we have also issued reports dated January 20,
2004 on our  consideration of Bethel Villa  Associates,  L.P.'s internal control
and on its  compliance  with specific  requirements  applicable to major HUD and
DSHA  programs and fair  housing and  non-discrimination.  Those  reports are in
integral  part of an audit  performed in  accordance  with  Government  Auditing
Standards and should be read in conjunction  with this report in considering the
results of our audits.

Our  audits  were  made for the  purpose  of  forming  an  opinion  on the basic
financial statements taken as a whole. The supplemental  information on pages 28
and 44 is  presented  for  the  purposes  of  additional  analysis  and is not a
required  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/ Reznick Fedder & Silverman
Bethesda, Maryland                               Taxpayer Identification Number:
January 20, 2004                                 52-1088612



Lead Auditor: James P. Martinko

                                       21
<PAGE>


[Letterhead of Asher & Company Ltd.]

Independent Auditors' Report

The Partners
West Diamond Street Associates
T/A Sedgley Park Apartments
Marlton, New Jersey

We  have  audited  the  accompanying  balance  sheets  of  WEST  DIAMOND  STREET
ASSOCIATES T/A SEDGLEY PARK APARTMENTS (A LIMITED PARTNERSHIP), PHFA PROJECT NO.
O-0198,  as of December  31, 2003 and 2002 and the related  statements  of loss,
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 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.  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 WEST DIAMOND STREET ASSOCIATES
T/A SEDGLEY PARK APARTMENTS (A LIMITED PARTNERSHIP), PHFA PROJECT NO. O-0198, as
of December 31, 2003 and 2002, and the results of its operations, changes in its
Partners' capital 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  made for the  purpose  of  forming  an  opinion  on the basic
financial   statements  taken  as  a  whole.   The  accompanying   supplementary
information  is  presented  for  purposes of  additional  analysis  and is not a
required  part  of  the  basic  financial  statements  of  WEST  DIAMOND  STREET
ASSOCIATES T/A SEDGLEY PARK APARTMENTS (A LIMITED PARTNERSHIP), PHFA PROJECT NO.
O-0198.  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.

In accordance with Government Auditing  Standards,  we have also issued a report
dated January 23, 2004 on our  consideration of WEST DIAMOND STREET  ASSOCIATES'
T/A SEDGLEY PARK  APARTMENTS (A LIMITED  PARTNERSHIP),  PHFA PROJECT NO. O-0198,
internal  control over financial  reporting and our tests of its compliance with
certain provisions of laws, regulations, contracts and grants. That report is an
integral  part of an audit  performed in  accordance  with  Government  Auditing
Standards and should be read in conjunction  with this report in considering the
results of our audit.

/s/ Asher & Company, Ltd.
Philadelphia, Pennsylvania
January 23, 2004


                                       22
<PAGE>


[Letterhead of J.H. Williams & Co., LLP]

INDEPENDENT AUDITORS' REPORT

To the Partners
Susquehanna Partners (a Limited Partnership)
Philadelphia, Pennsylvania

We have  audited the  accompanying  balance  sheets of  Susquehanna  Partners (a
Limited Partnership) as of December 31, 2003 and 2002 and the related statements
of income,  changes in partners' equity and cash flows for the years then ended.
These financial  statements are the responsibility of the Partnership's  general
partner and contracted  management  agent. 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.  Those  standards  require  that we plan and
perform the 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 the  Partnership's  management  and  contracted
management  agent,  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 Susquehanna Partners (a Limited
Partnership)  at December 31, 2003 and 2002, and the results of its  operations,
changes  in  partners'  equity  and  cash  flows  for the  years  then  ended in
conformity with accounting principles generally accepted in the United States of
America.

/s/ J.H. Williams & Co., LLP
Kingston, Pennsylvania
February 9, 2004

                                       23
<PAGE>


[Letterhead of Robert Ercolini & Company LLP]

INDEPENDENT AUDITOR'S REPORT

To the Partners of
Boston Bay Limited Partnership
Boston, Massachusetts

We have audited the accompanying balance sheet of Boston Bay Limited Partnership
(a Massachusetts Limited Partnership), MHFA Project No. 70-071-R, as of December
31, 2003, and the related statements of operations,  partners'  deficiency,  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  and the  standards  applicable  to  financial
statement  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.  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 Boston Bay Limited Partnership
as of December 31, 2003, and the results of its operations, changes in partners'
deficiency,  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 January 22, 2004 on our consideration of Boston Bay Limited  Partnership's
internal  control,  a report dated January 22, 2004 on its compliance  with laws
and  regulations,  and reports  dated  January 22, 2004 on its  compliance  with
specific requirements applicable to HUD programs.  Those reports are an integral
part of an audit performed in accordance with Government  Auditing Standards and
should be read in conjunction with this report in considering the results of our
audit.

Our audit was made for the purpose of forming an opinion on the basic  financial
statements taken as a whole. The additional  information included in this report
(shown on pages 16  through  29) is  presented  for the  purpose  of  additional
analysis and to comply with reporting requirements of the MassHousing and is not
a required part of the basic  financial  statements.  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/ Robert Ercolini & Company LLP
Boston, Massachusetts
January 22, 2004


                                       24
<PAGE>


[Letterhead of Robert Ercolini & Company LLP]

INDEPENDENT AUDITOR'S REPORT

To the Partners of
Morrant Bay Limited Partnership
Boston, Massachusetts

We  have  audited  the  accompanying   balance  sheet  of  Morrant  Bay  Limited
Partnership (a Massachusetts Limited Partnership), MHFA Project No. 70-095-R, as
of December  31,  2003,  and the related  statements  of  operations,  partners'
deficiency,  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 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.  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 Morrant Bay Limited Partnership
as of December 31, 2003, and the results of its operations, changes in partners'
deficiency,  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 January 19, 2004 on our consideration of Morrant Bay Limited Partnership's
internal  control,  a report dated January 19, 2004 on its compliance  with laws
and  regulations,  and reports  dated  January 19, 2004 on its  compliance  with
specific requirements applicable to HUD programs.  Those reports are an integral
part of an audit performed in accordance with Government  Auditing Standards and
should be read in conjunction with this report in considering the results of our
audit.

Our audit was made for the purpose of forming an opinion on the basic  financial
statements taken as a whole. The additional  information included in this report
(shown on pages 16  through  29) is  presented  for the  purpose  of  additional
analysis and to comply with reporting requirements of the MassHousing and is not
a required part of the basic  financial  statements.  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/ Robert Ercolini & Company LLP
Boston, Massachusetts
January 19, 2004


                                       25
<PAGE>


[Letterhead of Robert Ercolini & Company LLP]

INDEPENDENT AUDITOR'S REPORT

To the Partners of
Hope Bay Limited Partnership
Boston, Massachusetts

We have audited the accompanying  balance sheet of Hope Bay Limited  Partnership
(a Massachusetts Limited Partnership), MHFA Project No. 70-168-R, as of December
31, 2003, and the related statements of operations,  partners'  deficiency,  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 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.  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 Hope Bay Limited Partnership as
of December 31, 2003,  and the results of its  operations,  changes in partners'
deficiency,  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 January 14, 2004 on our  consideration  of Hope Bay Limited  Partnership's
internal  control,  a report dated January 14, 2004 on its compliance  with laws
and  regulations,  and reports  dated  January 14, 2004 on its  compliance  with
specific requirements applicable to HUD programs.  Those reports are an integral
part of an audit performed in accordance with Government  Auditing Standards and
should be read in conjunction with this report in considering the results of our
audit.

Our audit was made for the purpose of forming an opinion on the basic  financial
statements taken as a whole. The additional  information included in this report
(shown on pages 17  through  30) is  presented  for the  purpose  of  additional
analysis and to comply with reporting requirements of the MassHousing and is not
a required part of the basic  financial  statements.  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/ Robert Ercolini & Company LLP
Boston, Massachusetts
January 14, 2004


                                       26
<PAGE>


[Letterhead of JOSE E. ROSARIO & CO.]

INDEPENDENT AUDITOR'S REPORT

To the Partners
Lares Apartments Limited Partnership

I have  audited  the  accompanying  balance  sheet of Lares  Apartments  Limited
Partnership  as of December 31, 2005,  and the related  statements of operation,
partners'  deficit  and cash  flows for the year  then  ended.  These  financial
statements  are  the   responsibility  of  the  Partnership's   management.   My
responsibility  is to express an opinion on these financial  statements based on
my audit.

I conducted my audits in  accordance  with the  standards of the Public  Company
Accounting Oversight Board (United States).  Those standards require that I 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 I was engaged to perform,  an audit of its
internal control over financial  reporting.  My 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,  I 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.  I believe that my
audit provide a reasonable basis for my opinion.

In my opinion, the financial statements referred to above present fairly, in all
material   respects,   the  financial   position  of  Lares  Apartments  Limited
Partnership as of December 31, 2005,  and the results of its operation,  changes
in partners'  deficit and cash flows for the year then ended, in conformity with
accounting principles generally accepted in the United States of America.


/s/ Jose E. Rosario
License No. 961
Expires December 1, 2007

February 7, 2006
San Juan, Puerto Rico

Stamp No. 2114027 of the Puerto Rico College of CPA was affixed to the original.


                                       27
<PAGE>

[Letterhead of Armando A. Suarez, CPA]

INDEPENDENT AUDITOR'S REPORT

To the Partners
Lares Apartments Limited Partnership

I have  audited the  accompanying  balance  sheets of Lares  Apartments  Limited
Partnership, Rural Development Project No.: 63-034-660467896, as of December 31,
2003 and 2002,  and the  related  statements  of income,  changes  in  partners'
capital  (deficit),  and cash flows for the years then  ended.  These  financial
statements  are  the   responsibility  of  the  Partnership's   management.   My
responsibility  is to express an opinion on these financial  statements based on
my audits.

I conducted my audits in accordance with auditing  standards  generally accepted
in the 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 I plan and perform the 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.  I  believe  that my  audits  provide  a  reasonable  basis for my
opinion.

In my opinion, the financial statements referred to above present fairly, in all
material   respects,   the  financial   position  of  Lares  Apartments  Limited
Partnership,  as of  December  31,  2003  and  2002,  and  the  results  of  its
operations,  changes in partners' capital (deficit) and 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,  I have also issued my report
dated  January  26,  2004,  on my  consideration  of  Lares  Apartments  Limited
Partnership  internal  control  over  financial  reporting  and my  tests of its
compliance with certain provisions of laws, regulations,  contracts, and grants.
That  report  is an  integral  part of an audit  performed  in  accordance  with
Government auditing Standards and should be read in conjunction with this report
in considering the results of my audit.

My audit was  conducted  for the  purpose  of  forming  an  opinion on the basic
financial   statements  taken  as  a  whole.   The  accompanying   supplementary
information on pages 20 thru 31 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 my opinion, is fairly stated in
all material  respects in relation to the basic financial  statements taken as a
whole.

/s/ Armando A. Suarez, CPA
January 26, 2004
San Juan, Puerto Rico


                                       28
<PAGE>


[Letterhead of JOSE E. ROSARIO & CO.]

INDEPENDENT AUDITOR'S REPORT

To the Partners
Lajas Apartments Limited Partnership

I have  audited  the  accompanying  balance  sheet of Lajas  Apartments  Limited
Partnership  as of December 31, 2005,  and the related  statements of operation,
partners'  deficit  and cash  flows for the year  then  ended.  These  financial
statements  are  the   responsibility  of  the  Partnership's   management.   My
responsibility  is to express an opinion on these financial  statements based on
my audit.

I conducted my audits in  accordance  with the  standards of the Public  Company
Accounting Oversight Board (United States).  Those standards require that I 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 I was engaged to perform,  an audit of its
internal control over financial  reporting.  My 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,  I 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.  I believe that my
audit provide a reasonable basis for my opinion.

In my opinion, the financial statements referred to above present fairly, in all
material   respects,   the  financial   position  of  Lajas  Apartments  Limited
Partnership as of December 31, 2005 and the results of its operation, changes in
partners' deficit and its cash flows for the year then ended, in conformity with
accounting principles generally accepted in the United States of America.


/s/ Jose E. Rosario
License No. 961
Expires December 1, 2007

February 7, 2006
San Juan, Puerto Rico

Stamp No. 2114028 of the Puerto Rico College of CPA was affixed to the original.


                                       29
<PAGE>

[Letterhead of Armando A.  Suarez, CPA]

INDEPENDENT AUDITOR'S REPORT

To the Partners
Lajas Apartments Limited Partnership

I have  audited the  accompanying  balance  sheets of Lajas  Apartments  Limited
Partnership,  Rural Development Project No.:  63-017-0660422313,  as of December
31, 2003 and 2002,  and the related  statements of income,  changes in partners'
capital  (deficit),  and cash flows for the years then  ended.  These  financial
statements  are  the   responsibility  of  the  Partnership's   management.   My
responsibility  is to express an opinion on these financial  statements based on
my audits.

I conducted my audits in accordance with auditing  standards  generally accepted
in the 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 I plan and perform the 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.  I  believe  that my  audits  provide  a  reasonable  basis for my
opinion.

In my opinion, the financial statements referred to above present fairly, in all
material   respects,   the  financial   position  of  Lajas  Apartments  Limited
Partnership,  as of  December  31,  2003  and  2002,  and  the  results  of  its
operations,  changes in partners' capital (deficit) and 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,  I have also issued my report
dated  January  26,  2004,  on my  consideration  of  Lajas  Apartments  Limited
Partnership  internal  control  over  financial  reporting  and my  tests of its
compliance with certain provisions of laws, regulations,  contracts, and grants.
That  report  is an  integral  part of an audit  performed  in  accordance  with
Government Auditing Standards and should be read in conjunction with this report
in considering the results of my audit.

My audits  were  conducted  for the  purpose  of forming an opinion on the basic
financial   statements  taken  as  a  whole.   The  accompanying   supplementary
information on pages 20 thru 31 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 my opinion, is fairly stated in
all material  respects in relation to the basic financial  statements taken as a
whole.

/s/ Armando A. Suarez, CPA
January 26, 2004
San Juan, Puerto Rico

                                       30
<PAGE>


[Letterhead of Kim & Lee]

To the Partners
Arlington - Rodeo Properties
(A California Limited Partnership)

We have audited the  accompanying  balance sheet of Arlington - Rodeo Properties
(A California  Limited  Partnership)  as of December 31, 2005 and 2004,  and the
related  statements of operations,  changes in partners' equity,  and cash flows
for the years then ended.  These financial  statements are the responsibility of
the Company's  management.  Our responsibility is to express an opinion on these
financial statements based on our audit.

We have  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.  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 Arlington - Rodeo Properties as
of December  31, 2005 and 2004 and the  results of its  operations  and its cash
flows for the years then ended in conformity with generally accepted  accounting
principles.

/s/ Kim & Lee
Los Angeles, California
February 28, 2006


                                       31
<PAGE>


[Letterhead of Cho, Kim & Lee]

To the Partners
Arlington - Rodeo Properties
(A California Limited Partnership)

We have audited the  accompanying  balance sheet of Arlington - Rodeo Properties
(A  California  Limited  Partnership)  as of December  31, 2003 and 2002 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 Company's  management.  Our responsibility is to express an opinion on these
financial statements based on our audit.

We have  conducted  our audit in accordance  with  generally  accepted  auditing
standards.  Those standards require that we plan and perform the 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 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 Arlington - Rodeo Properties as
of December  31, 2003 and 2002 and the  results of its  operations  and its cash
flows for the year then ended in conformity with generally  accepted  accounting
principles.

/s/ Cho, Kim & Lee
Los Angeles, California
February 28, 2004


                                       32
<PAGE>


[Letterhead of Salmin, Celona, Wehrle & Flaherty, LLP]

INDEPENDENT AUDITORS' REPORT

To the Partners of
Conifer Bateman Associates

We have audited the accompanying balance sheets of Conifer Bateman Associates (a
limited  partnership)  as of  December  31,  2003  and  2002,  and  the  related
statements  of 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 in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the 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 Conifer Bateman Associates as
of December 31, 2003 and 2002,  and the results of its operations and cash flows
for the years then ended in  conformity  with  accounting  principles  generally
accepted in the United States of America.

/s/ Salmin, Celona, Wehrle & Flaherty, LLP
Rochester, New York

January 23, 2004


                                       33
<PAGE>


[Letterhead of Mortland Co. P.C.]

INDEPENDENT AUDITORS' REPORT

To the Partners'
Hampden Hall Associates, L.P.
St. Louis, Missouri

We have audited the accompanying balance sheet of Hampden Hall Associates, L.P.,
as of December 31, 2003 and the related  statements of loss,  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 this financial statement based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those  standards  require  we plan and  perform  the 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  balance  sheet.  An audit also  includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall  balance sheet  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 Hampden Hall associates,  L.P.,
as of December 31, 2003 and the results of its operations and its cash flows for
the year then ended in conformity with generally accepted accounting principles.

/s/ Mortland & Co., P.C.
St. Louis, Missouri
February 27, 2004


                                       34
<PAGE>



[Letterhead of Reznick, Fedder & Silverman]

INDEPENDENT AUDITORS' REPORT

To the Partners of
Chester Renaissance Associates

We have audited the accompanying balance sheet of Chester Renaissance Associates
as of December 31, 2003 and 2002, and the related statements of profit and loss,
changes in partners'  equity  (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 in accordance with auditing standards generally accepted
in the 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.  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 Chester Renaissance Associates
as of December 31, 2003 and 2002, and the results of its operations, the changes
in partners'  equity  (deficit) 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
for  the  year  ended  December  31,  2003,  dated  January  30,  2004,  on  our
consideration of Chester Renaissance Associates' internal control over financial
reporting and on our tests of its  compliance  with certain  provisions of laws,
regulations,  contracts and grants.  That report is an integral part of an audit
performed in accordance with Government Auditing Standards and should be read in
conjunction with this report in considering the results of our audit.

Our audit was made for the purpose of forming an opinion on the basic  financial
statements taken as a whole. The supplemental information on pages 26 through 29
is presented for purposes of  additional  analysis and is not a required part of
the basic  financial  statements.  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/ Reznick, Fedder & Silverman
Baltimore, Maryland
January 30, 2004


                                       35
<PAGE>



[Letterhead of Friedman, Alpren & Green L.L.P.]

INDEPENDENT AUDITORS' REPORT

To the Partners
Homestead Apartments Associates II, Ltd.

We  have  audited  the  accompanying   balance  sheet  of  HOMESTEAD  APARTMENTS
ASSOCIATES  II, LTD. (a limited  partnership),  as of December 31, 2003, 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 auditing standards  generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the 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  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 HOMESTEAD APARTMENTS ASSOCIATES
II, LTD. as of December 31,  2003,  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/ Friedman, Alpren & Green L.L.P.
New York, New York
February 13, 2004


                                       36
<PAGE>



[Letterhead of Rosen, Seymour, Shapss, Martin & Co., L.L.P.]

INDEPENDENT AUDITORS' REPORT

To the Partners
P.S. 157 Associates, L.P.

We have audited the accompanying balance sheets of P.S. 157 Associates,  L.P. (a
limited  partnership),  as of  December  31,  2005  and  2004,  and the  related
statements of operations,  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 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  control 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 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 P.S. 157 Associates,  L.P. (a
limited  partnership)  as of December 31, 2005 and 2004,  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/ Rosen, Seymour, Shapss, Martin & Co., L.L.P.
CERTIFIED PUBLIC ACCOUNTANTS
New York, New York
February 8, 2006


                                       37
<PAGE>



[Letterhead of Rosen, Seymour, Shapss, Martin & Co., L.L.P.]

INDEPENDENT AUDITORS' REPORT

To the Partners
P.S. 157 Associates, L.P.
Brooklyn, New York

We have audited the accompanying  balance sheet of P.S. 157 Associates,  L.P. (a
limited  partnership),  as of  December  31,  2003  and  2002,  and the  related
statements of operations,  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.  Those  standards  require  that we plan and
perform the 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 P.S. 157 Associates,  L.P. (a
limited  partnership)  as of December 31, 2003 and 2002,  and the results of its
operations  and its  cash  flows  for the year  then  ended  in  conformity  and
accounting principles generally accepted in the United States of America.

/s/ Rosen, Seymour, Shapss, Martin & Co., L.L.P.
New York, New York
February 6, 2004


                                       38
<PAGE>



[Letterhead of Reznick Fedder & Silverman

INDEPENDENT AUDITORS' REPORT

To the Partners of
Cloisters Limited Partnership II

We have audited the accompanying  balance sheet of Cloisters Limited Partnership
II as of December 31, 2003 and 2002,  and the related  statements of operations,
changes in partners'  equity  (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 in  accordance  with  generally  accepted in the United
States of America.  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.  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 Cloisters Limited  Partnership
II as of December 31, 2003 and 2002, the results of its operations,  the changes
in partners'  equity  (deficit) and its cash flows for the years then ended,  in
conformity with accounting principles generally accepted in the United States of
America.

/s/ Reznick Fedder & Silverman
Baltimore, Maryland
February 13, 2004


                                       39
<PAGE>



[Letterhead of Reznick Fedder & Silverman]

INDEPENDENT AUDITORS' REPORT

To the Partners
Creative Choice Homes II, Ltd.
(A Limited Partnership)
d/b/a The Gardens Apartments

We have audited the accompanying balance sheet of Creative Choice Homes II, LTD.
(A Limited  Partnership)  d/b/a The Gardens  Apartments as of December 31, 2003,
and the related  statements of operations,  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 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.  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 Creative Choice Homes II, LTD.
(A Limited  Partnership)  d/b/a The Gardens  Apartments as of December 31, 2003,
and the results of its operations, the changes in partners' equity (deficit) and
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 and the  "Consolidated  Audit
Guide for Audits of HUD Programs," we have also issued reports dated February 5,
2004 on our  consideration  of Creative Choice Homes II, Ltd.'s internal control
and on its  compliance  with  specific  requirements  applicable  to  major  HUD
programs and fair housing and non-discrimination.  Those reports are an integral
part of an audit performed in accordance with Government  Auditing Standards and
should be read in conjunction with this report in considering the results of our
audit.

Our audit was made for the purpose of forming an opinion on the basic  financial
statements taken as a whole. The supplemental information on pages 25 through 31
is presented for purposes of  additional  analysis and is not a required part of
the basic  financial  statements.  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/ Reznick Fedder & Silverman
Bethesda, Maryland                                Taxpayer Identification Number
April 20, 2004                                    52-1088612

Lead Auditor: Peter M. Hodgson


                                       40
<PAGE>



[Letterhead of FISHBEIN & COMPANY, P.C.]

INDEPENDENT AUDITORS' REPORT

To the Partners
Milford Crossing Associates, L.P.
Wilmington, Delaware

We have audited the accompanying  balance sheets of MILFORD CROSSING ASSOCIATES,
L.P. as of December 31, 2005 and 2004, and the related  statements of profit and
loss,  partners'  deficiency  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  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 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,  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 Milford Crossing  Associates,
L.P. as of December  31, 2005 and 2004,  and the results of its  operations  and
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  supporting  data included in this
report (shown on pages 13 through 15) is presented for the purpose of additional
analysis and is not a required part of the basic financial statements of Milford
Crossing  Associates,  L.P. 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 financial
statements taken as a whole.


/s/ Fishbein & Company, P.C.
Horsham, Pennsylvania
February 10, 2006


                                       41
<PAGE>



[Letterhead of Mayer, Hoffman, McCann P.C.]

INDEPENDENT AUDITORS' REPORT

To the Partners
Milford Crossing Associates, L.P.
Wilmington, Delaware

We have audited the accompanying  balance sheets of Milford Crossing Associates,
L.P.,  as of December  31, 2003 and 2002,  and the related  statements  of loss,
partners'  capital  (deficiency) and cash flows for the years then ended.  These
financial statements are the responsibility of Milford Crossing Associates, L.P.
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audit.

We conducted  our audits in accordance  with U.S.  generally  accepted  auditing
standards and 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.  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 Milford Crossing  Associates,
L.P.  as of  December  31,  2003 and 2002,  and the  results of its  operations,
changes  in  partners'  capital  (deficiency)  and cash flows for the years then
ended in conformity with U.S. generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued our report
dated  January 31, 2004 on our  consideration  of Milford  Crossing  Associates,
L.P.'s  internal  control and reports dated January 31, 2004, on its  compliance
with  specific  requirements  applicable  to major  HUD  programs  and  specific
requirements  applicable to Fair Housing and  Non-Discrimination.  Those reports
are an  integral  part of an  audit  performed  in  accordance  with  Government
Auditing  Standards  and  should  be read in  conjunction  with  this  report in
considering the results of our audit.

Our  audits  were  made for the  purpose  of  forming  an  opinion  on the basic
financial statements taken as a whole. The additional information shown on pages
14 to 26 is  presented  for the  purpose  of  additional  analysis  and is not a
required part of the basic financial  statements of Milford Crossing Associates,
L.P. 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 financial statements taken as
a whole.


/s/ Mayer, Hoffman, McCann P.C.
Plymouth Meeting, Pennsylvania
January 31, 2004


                                       42
<PAGE>



[Letterhead of Citrin Cooperman & Company, LLP]

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Partners
BX-7F ASSOCIATES, L.P.

We have audited the  accompanying  balance  sheet of BX-7F  Associates,  L.P. (a
limited  partnership)  as of December 31, 2005,  and the related  statements  of
operation,  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.  We were not engaged to perform an
audit of the Partnership's internal control 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,  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 BX-7F Associates,  L.P. as of
December 31, 2005,  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/ Citrin Cooperman & Company, L.L.P.
CERTIFIED PUBLIC ACCOUNTANTS
White Plains, New York
January 26, 2006


                                       43
<PAGE>



[Letterhead of Citrin Cooperman & Company, LLP]

INDEPENDENT AUDITORS' REPORT

To the Partners
BX-7F ASSOCIATES, L.P.

We have audited the  accompanying  balance sheets of BX-7F  Associates,  L.P. (a
limited  partnership)  as of December 31, 2004,  and the related  statements  of
operations,  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.  We were not engaged to perform an
audit of the Partnership's internal control 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 also 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,  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 BX-7F Associates,  L.P. as of
December 31, 2004,  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/ Citrin Cooperman & Company, L.L.P.
CERTIFIED PUBLIC ACCOUNTANTS
White Plains, New York
January 27, 2005


                                       44
<PAGE>



[Letterhead of Citrin Cooperman & Company, L.L.P.]

INDEPENDENT AUDITORS' REPORT

To the Partners
BX-7F ASSOCIATES, L.P.

We have audited the accompanying balance sheets of BX-7F Associates,  L.P. as of
December 31, 2003 and 2002, and the related statements of operations,  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.  Those  standards  require  that we plan and
perform the 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 BX-7F Associates,  L.P. as of
December 31, 2003 and 2002, 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/ Citrin Cooperman & Company, L.L.P.
CERTIFIED PUBLIC ACCOUNTANTS
White Plains, New York
February 3, 2004


                                       45
<PAGE>



[Letterhead of Amilcar Torres Rivera, CPA]

INDEPENDENT AUDITORS' REPORT

To the Partners
Los Angeles Limited Partnership

I  have  audited  the  accompanying   balance  sheets  of  Los  Angeles  Limited
Partnership  as of December  31, 2005 and 2004,  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. My
responsibility  is to express an opinion on these financial  statements based on
my audits.

I conducted my audits in  accordance  with the  standards of the Public  Company
Accounting Oversight Board (United States).  Those standards require that I 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 I was engaged to perform,  an audit of its
internal control over financial  reporting.  My audit included  consideration of
audit  procedures  that are  appropriate  in the  circumstances  as a basis  for
designing audit procedure 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,  I 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.
I believe that my audits provide a reasonable basis for my opinion.

In my opinion, the financial statements referred to above present fairly, in all
material respects,  the financial position of Los Angeles Limited Partnership as
of December  31, 2005 and 2004,  and the results of its  operations,  changes in
partner's equity and its cash flows for the years then ended, in conformity with
accounting principles generally accepted in the United States of America.


/s/ Amilcar Torres Rivera, CPA
San Juan, Puerto Rico
February 2, 2006

Stamp #2106457 of the
Puerto Rico Society of
Certified Public Accountants
was affixed to the original.


                                       46
<PAGE>



[Letterhead of Amilcar Torres Rivera, CPA]

INDEPENDENT AUDITORS' REPORT

To the Partners
Los Angeles Limited Partnership

I  have  audited  the  accompanying   balance  sheets  of  Los  Angeles  Limited
Partnership  as of December  31, 2003 and 2002,  and the related  statements  of
loss, changes in Partners' equity and cash flows for the years then ended. These
financial statements are the responsibility of the Partnership's  management. My
responsibility  is to express an opinion on these financial  statements based on
my audit.

I conducted my audit in accordance with auditing standards generally accepted in
the United  States of America which require that I plan and perform the 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.  I  believe  that my audit  provides  a  reasonable  basis  for my
opinion.

In my opinion, the financial statements referred to above present fairly, in all
material respects,  the financial position of Los Angeles Limited Partnership as
of December 31, 2003 and 2002,  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/ Amilcar Torres Rivera, CPA
San Juan, Puerto Rico
February 4, 2004


Stamp #1941821 of the
Puerto Rico Society of
CPA's was affixed to the original.


                                       47
<PAGE>



[Letterhead of Toski, Schaefer & Co., P.C.]

INDEPENDENT AUDITOR'S REPORT

The Partners
Christine Apartments, L.P.:

We have audited the accompanying balance sheets of Christine Apartments, L.P. as
of  December  31,  2005 and  2004  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 we were engaged to perform, an audit of its
internal control 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
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 Christine Apartments,  L.P. as
of  December  31, 2005 and 2004 and the  results of its  operations,  changes in
partners'  equity and cash flows for the years then ended,  in  conformity  with
accounting principles generally accepted in the United States of America.


/s/ Toski, Schaefer & Co., P.C.
Williamsville, New York
February 1, 2006


                                       48
<PAGE>



[Letterhead of Toski, Schaefer & Co., P.C.]

INDEPENDENT AUDITOR'S REPORT

The Partners
Christine Apartments, L.P.:

We have audited the accompanying balance sheets of Christine Apartments, L.P. as
of  December  31,  2003 and  2002  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 auditing standards generally accepted
in the United States of America and 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.  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 Christine Apartments,  L.P. as
of  December  31, 2003 and 2002 and the  results of its  operations,  changes in
partners'  equity and 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  February  4,  2004 on our  consideration  of the  Partnership's  internal
control  and on its  compliance  with  laws and  regulations  applicable  to the
financial  statements.  That report is an integral part of an audit performed in
accordance with Government  Auditing Standards and should be read in conjunction
with this report in considering the results of our audit.

/s/ Toski, Schaefer & Co., P.C.
Williamsville, New York
February 4, 2004


                                       49
<PAGE>

[Letterhead of Reznick Group, P.C.]

INDEPENDENT AUDITORS' REPORT

To the Partners
Plainsboro Housing Partners Limited Partnership

We have audited the accompanying  balance sheets of Plainsboro  Housing Partners
Limited Partnership as of December 31, 2004 and 2003, and the related statements
of revenue  and  expenses,  changes in  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 auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the 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 Plainsboro  Housing Partners
Limited  Partnership  as of December  31, 2004 and 2003,  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.

/s/ Reznick Group, P.C.
Baltimore, Maryland
January 8, 2005


                                       50
<PAGE>



[Letterhead of Koch Group & Company, LLP]

INDEPENDENT AUDITORS' REPORT

To the Partners
Rolling Green Associates, L.P. (A Limited Partnership)

We have audited the  accompanying  balance  sheets of Rolling Green  Associates,
L.P. (A Limited  Partnership)  as of December 31, 2005 and 2004, and the related
statements of operations,  changes in partners'  equity  (deficiency),  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  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 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
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 Rolling Green Associates,  L.P.
(A Limited Partnership) as of December 31, 2005 and 2004, and the results of its
operations,  changes in partners' equity (deficiency) 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  accompanying   supplementary
information  on pages 12 to 18 is presented for purposes of additional  analysis
and is not a required part of the basic financial  statements.  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 financial statements taken as a whole.

/s/ Koch Group & Company, LLP
New York, New York
January 31, 2006


                                       51
<PAGE>



[Letterhead of Koch Group & Company, LLP]

INDEPENDENT AUDITORS' REPORT

To the Partners
Rolling Green Associates, L.P.
(A Limited Partnership)

We have audited the  accompanying  balance  sheets of Rolling Green  Associates,
L.P. (A Limited  Partnership)  as of December 31, 2003 and 2002, and the related
statements of operations,  changes in partners'  equity  (deficiency),  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.  Those  standards  require  that we plan and
perform the 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 Rolling Green Associates,  L.P.
(A Limited Partnership) as of December 31, 2003 and 2002, and the results of its
operations,  changes in partners' equity (deficiency) and its cash flows for the
year 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  accompanying   supplementary
information  on pages 12 to 18 is presented for purposes of additional  analysis
and is not a required part of the basic financial  statements.  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 financial statements taken as a whole.

/s/ Koch Group & Company, LLP
New York, New York
January 20, 2004


                                       52
<PAGE>



                        INDEPENDENCE TAX CREDIT PLUS L.P.
                                AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS




                                     ASSETS

<TABLE>
<CAPTION>

                                                                                      March 31,
                                                                            ------------------------------
                                                                                2006             2005
                                                                            -------------    -------------
<S>                                                                         <C>              <C>
 Property and equipment - net of accumulated depreciation (Notes 2 and 4)   $ 115,592,607    $ 120,085,545
 Cash and cash equivalents (Notes 2 and 11)                                     1,652,353        1,789,691
 Cash held in escrow (Note 5)                                                  10,387,831       10,107,158
 Deferred costs, less accumulated amortization (Notes 2 and 6)                  1,334,112        1,474,777
 Other assets                                                                   1,610,792        2,066,794
                                                                            -------------    -------------

   Total assets                                                             $ 130,577,695    $ 135,523,965
                                                                            =============    =============


                   LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)


Liabilities
  Mortgage notes payable (Notes 3 and 7)                                    $  87,616,444    $  90,308,318
  Accounts payable                                                              4,329,248        6,891,920
  Accrued interest payable                                                      9,756,558        8,287,354
  Security deposits payable                                                       778,045          758,082
  Due to local general partners and affiliates (Note 8)                         8,028,225        5,934,727
  Due to general partner and affiliates (Note 8)                               14,146,754       12,271,828
                                                                            -------------    -------------


   Total liabilities                                                          124,655,274      124,452,229
                                                                            -------------    -------------

Minority interest (Note 2)                                                      5,454,506        5,533,377
                                                                            -------------    -------------

Commitments and contingencies (Notes 8 and 11)

Partners' capital (deficit)
  Limited partners (76,786 BACs issued and outstanding)                         1,146,110        6,165,850
  General partner                                                                (678,195)        (627,491)
                                                                            -------------    -------------

Total partners' capital (deficit)                                                 467,915        5,538,359
                                                                            -------------    -------------

Total liabilities and partners' capital (deficit)                           $ 130,577,695    $ 135,523,965
                                                                            =============    =============

</TABLE>

          See accompanying notes to consolidated financial statements.


                                       53
<PAGE>

                        INDEPENDENCE TAX CREDIT PLUS L.P.
                                AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>

                                                                 Years Ended March 31,
                                                      --------------------------------------------
                                                          2006            2005*           2004
                                                      ------------    ------------    ------------
<S>                                                   <C>             <C>             <C>
Revenues
Rental income                                         $ 22,465,650    $ 21,824,086    $ 21,030,105
Other                                                      907,273         696,865         634,869
                                                      ------------    ------------    ------------
                                                        23,372,923      22,520,951      21,664,974
                                                      ------------    ------------    ------------

Expenses
General and administrative                               4,375,752       4,304,675       4,341,730
General and administrative-related parties (Note 8)      2,227,690       2,291,189       2,148,442
Repairs and maintenance                                  5,806,116       6,007,581       6,374,186
Operating                                                2,764,838       2,488,719       2,635,745
Taxes                                                    1,610,697       1,541,154       1,350,167
Insurance                                                1,621,611       1,703,806       1,559,433
Financial, primarily interest                            4,457,516       4,581,240       5,077,535
Depreciation and amortization                            5,608,137       5,600,688       5,753,670
                                                      ------------    ------------    ------------

    Total expenses                                      28,472,357      28,519,052      29,240,908
                                                      ------------    ------------    ------------

Loss before minority interest                           (5,099,434)     (5,998,101)     (7,575,934)

Minority interest in loss of subsidiaries                   28,990          33,027          19,365
                                                      ------------    ------------    ------------

Net loss                                              $ (5,070,444)   $ (5,965,074)   $ (7,556,569)
                                                      ============    ============    ============

Net loss-limited partners                               (5,019,740)     (5,905,423)     (7,481,003)
                                                      ============    ============    ============

Number of BACs outstanding                                  76,786          76,786          76,786
                                                      ============    ============    ============

Net loss per BAC                                      $     (65.37)   $     (76.91)   $     (97.43)
                                                      ============    ============    ============

</TABLE>

* Reclassified for comparative purposes

          See accompanying notes to consolidated financial statements.


                                       54
<PAGE>

                        INDEPENDENCE TAX CREDIT PLUS L.P.
                                AND SUBSIDIARIES
        CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)

<TABLE>
<CAPTION>

                                                                 Limited          General
                                                   Total         Partners         Partner
                                               ------------    ------------    ------------
<S>                                            <C>             <C>             <C>
Partners' capital (deficit) - April 1, 2003    $ 19,060,002    $ 19,552,276    $   (492,274)

Net loss                                         (7,556,569)     (7,481,003)        (75,566)
                                               ------------    ------------    ------------

Partners' capital (deficit) - March 31, 2004     11,503,433      12,071,273        (567,840)

Net loss                                         (5,965,074)     (5,905,423)        (59,651)
                                               ------------    ------------    ------------

Partners' capital (deficit) - March 31, 2005      5,538,359       6,165,850        (627,491)

Net loss                                         (5,070,444)     (5,019,740)        (50,704)
                                               ------------    ------------    ------------

Partner's capital (deficit) - March 31, 2006   $    467,915    $  1,146,110    $   (678,195)
                                               ============    ============    ============

</TABLE>

          See accompanying notes to consolidated financial statements.


                                       55
<PAGE>

                        INDEPENDENCE TAX CREDIT PLUS L.P.
                                AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

<TABLE>
<CAPTION>

                                                                       Years Ended March 31,
                                                            --------------------------------------------
                                                                2006            2005            2004
                                                            ------------    ------------    ------------
<S>                                                         <C>             <C>             <C>
Cash flows from operating activities:

Net loss                                                    $ (5,070,444)   $ (5,965,074)   $ (7,556,569)
                                                            ------------    ------------    ------------
Adjustments to reconcile net loss to net cash provided by
  operating activities:
Depreciation and amortization                                  5,608,137       5,600,688       5,753,670
Minority interest in loss of subsidiaries                        (28,990)        (33,027)        (19,365)
(Increase) decrease in assets:
Cash held in escrow                                             (227,205)        904,809        (527,584)
Other assets                                                     456,003        (343,289)       (183,173)
Increase (decrease) in liabilities:
Accounts payable                                              (2,562,672)      1,230,549       1,610,808
Accrued interest payable                                       1,469,204          51,257       1,061,711
Security deposit payable                                          19,963          (2,685)         11,039
Due to local general partners and affiliates                   2,134,957         902,074        (185,417)
Due to general partner and affiliates                          1,874,926       2,362,743       2,609,742
                                                            ------------    ------------    ------------
Total adjustments                                              8,744,323      10,673,119      10,131,431
                                                            ------------    ------------    ------------
Net cash provided by operating activities                      3,673,879       4,708,045       2,574,862
                                                            ------------    ------------    ------------

Cash flows from investing activities:
Acquisition of property and equipment                           (974,534)     (1,776,284)       (610,066)
Increase in cash held in escrow                                  (53,468)       (728,341)       (450,538)
Decrease in due to local general partners and affiliates               0         (80,058)       (464,824)
                                                            ------------    ------------    ------------
Net cash used in investing activities                         (1,028,002)     (2,584,683)     (1,525,428)
                                                            ------------    ------------    ------------

Cash flows from financing activities:
Increase in deferred costs                                             0               0        (238,398)
Proceeds from mortgage notes                                           0               0       8,445,779
Repayments of mortgage notes                                  (2,691,874)     (2,530,037)     (8,807,562)
Decrease in due to local general partners and affiliates         (41,459)        (68,610)        (22,103)
(Decrease) increase in capitalization of consolidated
 subsidiaries attributable to minority interest                  (49,882)        614,390        (222,309)
                                                            ------------    ------------    ------------
Net cash used in financing activities                         (2,783,215)     (1,984,257)       (844,593)
                                                            ------------    ------------    ------------

Net (decrease) increase in cash and cash equivalents            (137,338)        139,105         204,841

Cash and cash equivalents at beginning of year                 1,789,691       1,650,586       1,445,745
                                                            ------------    ------------    ------------

Cash and cash equivalents at end of year                    $  1,652,353    $  1,789,691    $  1,650,586
                                                            ============    ============    ============

Supplemental disclosure of cash flows information:
Cash paid during the year for interest                      $  3,711,610    $  3,331,816    $  3,489,656
                                                            ============    ============    ============

</TABLE>

          See accompanying notes to consolidated financial statements.


                                       56
<PAGE>

                        INDEPENDENCE TAX CREDIT PLUS L.P.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2006



NOTE 1 - General

Independence  Tax Credit  Plus L.P.  (the  "Partnership"),  a  Delaware  limited
partnership,  was organized on November 7, 1990,  but had no activity  until May
31, 1991 (which date is  considered  to be inception  for  financial  accounting
purposes) and commenced its public offering on July 1, 1991. The general partner
of the Partnership is Related  Independence  Associates L.P., a Delaware limited
partnership (the "General Partner").  The general partner of the General Partner
is Related Independence  Associates Inc., a Delaware corporation ("RIAI") and is
an affiliate of CharterMac Capital LLC ("CharterMac Capital") (formerly known as
Related Capital Company LLC).

On November 17, 2003,  CharterMac,  acquired  CharterMac  Capital,  which is the
parent  of RCC  Manager  LLC,  the sole  shareholder  of RIAI.  Pursuant  to the
acquisition,  CharterMac acquired controlling  interests in the General Partner.
This acquisition did not affect the Partnership or its day-to-day operations, as
the majority of the General Partner's management team remained unchanged.

On November 8, 2005,  CharterMac announced that Stuart J. Boesky would step down
as Chief  Executive  Officer and trustee of CharterMac.  Upon his stepping down,
which was effective on November 15, 2005, he also resigned from this position as
Senior  Vice  President  of RIAI.  Mr.  Boesky will stay on as a  consultant  to
CharterMac  for the next year in order to ensure a smooth  transition.  On March
14,  2006,  CharterMac's  Board of Trustees  named Marc D.  Schnitzer  the Chief
Executive  Officer,  effective  immediately.  Mr. Schnitzer  replaced Stephen M.
Ross, who had served as interim Chief  Executive  Officer since Stuart J. Boesky
resigned in November of 2005.  Mr.  Schnitzer also replaced Mr. Boesky as Senior
Vice President of RIAI.

The  Partnership's   business  is  to  invest  in  other  partnerships   ("Local
Partnerships,"  "subsidiaries"  or "subsidiary  partnerships")  owning leveraged
apartment complexes ("Apartment Complexes") that are eligible for the low-income
housing tax credit ("Tax Credit") enacted in the Tax Reform Act of 1986, some of
which may also be eligible for the historic rehabilitation tax credit. Qualified
Beneficial Assignment  Certificates ("BACs") holders are entitled to Tax Credits
over the period of the Partnership's  entitlement to claim Tax Credits (for each
Property, generally ten years from the date of investment or, if later, the date
the  Property is placed in service;  referred to herein as the "Credit  Period")
with respect to each Apartment Complex.

The Partnership  owns interests in twenty-eight  Local  Partnerships as of March
31, 2006.

The  Partnership  was  authorized  to issue a total of  200,000  BACs which were
registered  with the Securities and Exchange  Commission for sale to the public.
Each BAC  represents  all of the economic  and  virtually  all of the  ownership
rights attributable to a limited partnership interest. As of March 31, 2006, the
Partnership  had raised a total of $76,786,000  representing  76,786 BACs and no
further issuance of BACs is anticipated.

The  terms of the  Partnership's  Amended  and  Restated  Agreement  of  Limited
Partnership (the "Partnership  Agreement") provide, among other things, that net
profits or losses and distributions of cash flow are, in general,  allocated 99%
to the limited partners and BACs holders and 1% to the General Partner.


NOTE 2 - Summary of Significant Accounting Policies

a)   Basis of Accounting

For financial reporting purposes the Partnership's fiscal year ends on March 31.
All  subsidiaries  have  fiscal  years  ending  December  31.  Accounts  of  the
subsidiaries  have been adjusted for  intercompany  transactions  from January 1
through March 31. The Partnership's  fiscal year ends March 31 in order to allow
adequate  time for the  subsidiaries'  financial  statements  to be prepared and
consolidated.  The books and records of the  Partnership  are  maintained on the
accrual basis of accounting,  in accordance with accounting principles generally
accepted in the United States of America ("GAAP").

b)   Basis of Consolidation

The consolidated  financial  statements  include the accounts of the Partnership
and twenty-eight  subsidiary  partnerships in which the Partnership is a limited
partner.  Through  the  rights of the  Partnership  and/or an  affiliate  of the
General Partner,  which affiliate has a contractual  obligation to act on behalf
of the  Partnership,  to remove  the  general  partner of the  subsidiary  local
partnerships and to approve certain major operating and financial decisions, the
Partnership  has a  controlling  financial  interest  in  the  subsidiary  local
partnerships.  All intercompany  accounts and  transactions  with the subsidiary
partnerships have been eliminated in consolidation.

Increases  (decreases)  in  the  capitalization  of  consolidated   subsidiaries
attributable  to  minority  interest  arise  from  cash  contributions  and cash
distributions, respectively, to the minority interest partners.

Losses  attributable to minority  interest which exceed the minority  interests'
investment  in a subsidiary  have been charged to the  Partnership.  Such losses
aggregated  approximately $32,000, $40,000 and $51,000 for the years ended March
31, 2006,  2005 and 2004,  respectively  (the 2005,  2004 and 2003 Fiscal Years,
respectively).  The Partnership's  investment in each subsidiary is equal to the
respective subsidiary's partners' equity less minority interest capital, if any.
In  consolidation,  all  subsidiary  partnership  losses  are  included  in  the
Partnership's  capital account except for losses allocated to minority  interest
capital.


                                       57
<PAGE>

                        INDEPENDENCE TAX CREDIT PLUS L.P.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2006



c)   Cash and Cash Equivalents

Cash and cash  equivalents  include cash on hand, cash in banks, and investments
in short-term highly liquid  instruments  purchased with original  maturities of
three months or less.

d)   Property and Equipment

Property and  equipment  to be held and used are carried at cost which  includes
the purchase price, acquisition fees and expenses,  construction period interest
and any other costs incurred in acquiring the  properties.  The cost of property
and equipment is depreciated over their estimated useful lives using accelerated
and straight-line methods.  Expenditures for repairs and maintenance are charged
to expense as incurred;  major renewals and betterments are capitalized.  At the
time property and  equipment are retired or otherwise  disposed of, the cost and
accumulated   depreciation  are  eliminated  from  the  assets  and  accumulated
depreciation accounts and the profit or loss on such disposition is reflected in
earnings.  The  Partnership  complies  with  Statement of  Financial  Accounting
Standards  ("SFAS")  No. 144  "Accounting  for the  Impairment  or  Disposal  of
Long-Lived  Assets".  A loss on impairment of assets is recorded when management
estimates amounts recoverable through future operations and sale of the property
on an  undiscounted  basis is below  depreciated  cost.  At that time,  property
investments  themselves  are reduced to estimated  fair value  (generally  using
discounted  cash flows) when the property is  considered  to be impaired and the
depreciated cost exceeds estimated fair value.

At the time management  commits to a plan to dispose of assets,  said assets are
adjusted to the lower of carrying amount or fair value less costs to sell. These
assets  are  classified  as  property  and  equipment-held  for sale and are not
depreciated.

Through March 31, 2006, the Partnership has recorded  approximately  $500,000 as
an aggregate loss on impairment of assets.

e)   Income Taxes

The  Partnership  is not  required to provide  for, or pay,  any federal  income
taxes.  Net income or loss generated by the Partnership is passed through to the
partners and is required to be reported by them. The  Partnership may be subject
to state and local taxes in jurisdictions  in which it operates.  For income tax
purposes, the Partnership has a fiscal year ending December 31.

f)   Revenue Recognition

Rental income is earned  primarily under standard  residential  operating leases
and is typically  due the first day of each month,  but can vary by property due
to the terms of the tenant leases.  Rental income is recognized  when earned and
charged to tenants' accounts  receivable if not received by the due date. Rental
payments  received in advance of the due date are deferred until earned.  Rental
subsidies  are  recognized  as  rental  income  during  the month in which it is
earned.

Other  revenues are  recorded  when earned and consist of the  following  items:
Interest  income  earned on cash and cash  equivalent  balances and cash held in
escrow balances,  income from forfeited security deposits, late charges, laundry
and vending income and other rental related items.


Other revenues  include the following  amounts at both the Partnership and Local
Partnership level:

<TABLE>
<CAPTION>

                                                   Years Ended March 31,
                                          --------------------------------------
                                            2006           2005*          2004
                                          --------       --------       --------
<S>                                       <C>            <C>            <C>
Interest                                  $163,816       $ 90,727       $112,027
Other                                      743,457        606,138        522,842
                                          --------       --------       --------

   Total other revenue                    $907,273       $696,865       $634,869
                                          ========       ========       ========

</TABLE>

*  Reclassified for comparative purposes.


g)   Loss Contingencies

The  Partnership   records  loss  contingencies  as  a  charge  to  income  when
information  becomes available which indicates that it is probable that an asset
has  been  impaired  or a  liability  has  been  incurred  as of the date of the
financial statements and the amount of loss can be reasonably estimated.

h)   Use of Estimates

The  preparation  of  financial  statements  in  conformity  with GAAP  requires
management  to make  estimates  and  assumptions  that affect  certain  reported
amounts and  disclosures.  Accordingly,  actual  results could differ from those
estimates.


                                       58
<PAGE>



                        INDEPENDENCE TAX CREDIT PLUS L.P.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2006



i)   New Accounting Pronouncements

In June 2005, the Financial  Accounting Standards Board ("FASB") issued SFAS No.
154,  Accounting  Changes and Error  Corrections  ("FAS 154").  FAS 154 replaces
Accounting  Principles  Board Opinion No. 20,  Accounting  Changes and Financial
Accounting  Standard No. 3, Reporting  Accounting  Changes in Interim  Financial
Statements.  FAS 154 requires that a voluntary change in accounting principle be
applied  retrospectively with all prior period financial statements presented on
the new accounting  principle.  FAS 154 also requires that a change in method of
depreciating  or  amortizing a long-lived  nonfinancial  asset be accounted  for
prospectively  as a change in estimate,  and  correction of errors in previously
issued financial statements should be termed a restatement. FAS 154 is effective
for accounting  changes and correction of errors made in fiscal years  beginning
after December 15, 2005. The implementation of FAS 154 is not expected to have a
material impact on the Partnership's consolidated financial statements.

In June 2005, the FASB issued Emerging  Issues Task Force No. 04-5,  Determining
Whether a General  Partner,  or the  General  Partners  as a Group,  Controls  a
Limited  Partnership  or Similar  Entity When the Limited  Partners Have Certain
Rights ("EITF No. 04-5"). EITF No. 04-5 replaces counterpart requirements in the
Statement  of  Position  78-9,   which  provides   guidance  on  accounting  for
investments in  real-estate  ventures and limited  partnerships.  Under EITF No.
04-5, the general  partner's  control would be overcome if the limited  partners
have  either (i)  "kick-out  rights"-  the right to dissolve  or  liquidate  the
partnership  or otherwise  remove the general  partner  "without  cause" or (ii)
"participating  rights" - the right to  effectively  participate  in significant
decisions  made  in the  ordinary  course  of the  partnership's  business.  The
kick-out  rights and the  participating  rights must be  substantive in order to
overcome the general partner's  control.  EITF No. 04-5 is now effective.  Since
the Partnership's  financial  statements are presented on a consolidated  basis,
the adoption of EITF No. 04-5 has not had a material effect on the Partnership's
consolidated results of operations.


NOTE 3 - Fair Value of Financial Instruments

The following  methods and  assumptions  were used to estimate the fair value of
each  class  of  financial  instruments  (all of which  are held for  nontrading
purposes) for which it is practicable to estimate that value:

Cash and Cash Equivalents and Cash Held in Escrow
-------------------------------------------------
The carrying amount approximates fair value.

Mortgage Notes Payable
----------------------
The fair value of mortgage notes payable is estimated, where practicable,  based
on the borrowing rate currently available for similar loans.

The estimated  fair values of the  Partnership's  mortgage  notes payable are as
follows:

<TABLE>
<CAPTION>

                                                 March 31, 2006                March 31, 2005
                                           --------------------------    --------------------------
                                            Carrying                      Carrying
                                             Amount       Fair Value       Amount       Fair Value
                                           -----------    -----------    -----------    -----------
<S>                                        <C>            <C>            <C>            <C>
Mortgage notes payable for which it is:
Practicable to estimate fair value         $39,819,378    $35,886,832    $50,807,911    $46,795,954
Not practicable                            $47,797,066              *    $39,500,407              *

</TABLE>

*   Management  believes it is not practical to estimate the fair value of these
    mortgage   notes   payable   because   mortgage    programs   with   similar
    characteristics are not currently available to the Local Partnerships.

The carrying amount of other financial  instruments that require such disclosure
approximates fair value.


NOTE 4 - Property and Equipment

The components of property and equipment are as follows:

<TABLE>
<CAPTION>

                                                  March 31,                 Estimated
                                       ------------------------------     Useful Lives
                                           2006              2005            (Years)
                                       ------------      ------------     ------------
<S>                                    <C>               <C>                 <C>
Land                                   $  5,692,516      $  5,692,516           --
Building and improvements               177,510,742       176,581,364        15-40
Furniture and fixtures                    3,433,279         3,391,530         3-10
                                       ------------      ------------
                                        186,636,537       185,665,410

Less: Accumulated depreciation          (71,043,930)      (65,579,865)
                                       ------------      ------------

                                       $115,592,607      $120,085,545
                                       ============      ============

</TABLE>


                                       59
<PAGE>



                        INDEPENDENCE TAX CREDIT PLUS L.P.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2006



Included in property and equipment is  approximately  $4,500,000 of  acquisition
fees paid to the General  Partner and $1,057,104 of  acquisition  expenses as of
March 31, 2006 and 2005.  In addition,  as of March 31, 2006 and 2005,  building
and improvements include approximately $4,378,000 of capitalized interest.

In  connection  with  the  rehabilitation  of  the  properties,  the  subsidiary
partnerships have incurred developer's fees of approximately  $14,500,000 to the
Local General Partners and affiliates,  net of approximately  $979,000 earned by
the  Partnership.  Such fees  have been  included  in the cost of  property  and
equipment.

Depreciation  expense for the years ended March 31, 2006, 2005 and 2004 amounted
to, $5,467,472, $5,454,743 and $5,550,233, respectively.

During the years  ended  March 31, 2006 and 2005,  accumulated  depreciation  of
$3,407 and $45,610, respectively, on dispositions was written off.


NOTE 5 - Cash Held in Escrow

Cash held in escrow consists of the following:

<TABLE>
<CAPTION>

                                                              March 31,
                                                    ----------------------------
                                                       2006              2005
                                                    -----------      -----------
<S>                                                 <C>              <C>
Purchase price payments*                            $    17,941      $    17,941
Real estate taxes, insurance and other                4,844,441        4,638,715
Reserve for replacements                              4,735,866        4,682,398
Tenant security deposits                                789,583          768,104
                                                    -----------      -----------

                                                    $10,387,831      $10,107,158
                                                    ===========      ===========

</TABLE>

* Represents  amounts  to be  paid  to  seller  upon  meeting  specified  rental
  achievement criteria.


NOTE 6 - Deferred Costs

The  components  of  deferred  costs and their  periods of  amortization  are as
follows:

<TABLE>
<CAPTION>

                                                    March 31,
                                        -------------------------------
                                            2006               2005          Period
                                        -----------         -----------     ---------
<S>                                     <C>                 <C>                 <C>
Financing expenses                      $ 3,183,310         $ 3,183,310         *
Less: Accumulated amortization           (1,849,198)         (1,708,533)
                                        -----------         -----------

                                        $ 1,334,112         $ 1,474,777
                                        ===========         ===========

</TABLE>

* Over the life of the related mortgages.

Amortization  expense for the years ended March 31, 2006, 2005 and 2004 amounted
to $140,665, $145,945 and $203,437, respectively.


NOTE 7 - Mortgage Notes Payable

The  mortgage   notes  are  payable  in  aggregate   monthly   installments   of
approximately  $601,000,  including principal and interest at rates varying from
0% to 9% per  annum,  through  the  year  2048.  Each  subsidiary  partnership's
mortgage  note  payable  is  collateralized  by the  land and  buildings  of the
respective  subsidiary   partnership,   the  assignment  of  certain  subsidiary
partnership's rents and leases, and is without further recourse.

Certain  mortgage notes with balances  aggregating  $8,438,000 and $8,472,000 at
December 31, 2005 and 2004,  respectively,  which bear interest at rates ranging
from  7.5%  to  9%  per  annum,  were  eligible  for  interest  rate  subsidies.
Accordingly,  the subsidiary  partnerships paid only that portion of the monthly
payments  that would be required if the interest rate was 1% and the balance was
subsidized under Sections 236 and 551(b) of the National Housing Act.


                                       60
<PAGE>



                        INDEPENDENCE TAX CREDIT PLUS L.P.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2006



Annual  principal  payment  requirements,  as of March 31, 2006, for each of the
next five fiscal years and thereafter, are as follows:

<TABLE>
<CAPTION>

  Fiscal Year                              Amount
-----------------                      -------------
    <S>                                <C>
    2006                               $  3,205,484
    2007                                  5,624,460
    2008                                  3,427,744
    2009                                  7,551,584
    2010                                  7,247,436
    Thereafter                           60,559,736
                                       ------------

                                       $ 87,616,444
                                       ============

</TABLE>

Accrued  interest  payable  as of March  31,  2006  and  2005 was  approximately
$9,757,000 and $8,287,000, respectively. Interest accrues on all mortgage loans,
which  include  primary  and  secondary  loans.  Certain  secondary  loans  have
provisions  such that  interest is accrued but not payable  until a future date.
The  Partnership  anticipates  the payment of accrued  interest on the secondary
loans (which make up the  majority of the accrued  interest  payable  amount and
which  have  been  accumulating  since  the  Partnership's   investment  in  the
respective  Local  Partnership)  will be made from future  refinancings or sales
proceeds of the respective Local Partnerships.

The mortgage  agreements  require  monthly  deposits to replacement  reserves of
approximately  $75,000 and monthly  deposits to escrow  accounts for real estate
taxes, hazard and mortgage insurance and other (Note 5).


NOTE 8 - Related Party Transactions

An affiliate of the General Partner, Independence SLP L.P., has either a 0.1% or
1% interest as a special limited partner in each of the Local  Partnerships.  An
affiliate of the General  Partner also has a minority  interest in certain Local
Partnerships.

As of March 31, 2006 and 2005, the Partnership  owes an affiliate of the General
Partner  approximately  $5,028,000 and $4,377,000,  respectively,  for operating
advances.  These  advances are  non-interest  bearing and have no set  repayment
terms.  The Partnership  has advanced these monies to two Local  Partnerships to
fund their operations.

A) Other Related Party Expenses

The General Partner and its affiliates perform services for the Partnership. The
costs  incurred  for the  years  ended  March  31,  2006,  2005 and 2004 were as
follows:

<TABLE>
<CAPTION>

                                                             Years Ended March 31,
                                                     ------------------------------------
                                                        2006         2005         2004
                                                     ----------   ----------   ----------
<S>                                                  <C>          <C>          <C>
Partnership management fees (i)                      $  880,000   $  880,000   $  880,000
Expense reimbursement (ii)                              273,640      197,664      163,819
Local administrative fee (iv)                            54,500       64,500       98,000
Property management fees incurred to affiliates of
  the General Partners                                  144,489      139,872      135,452
                                                     ----------   ----------   ----------
Total general and administrative - General Partner    1,352,629    1,282,036    1,277,271
                                                     ----------   ----------   ----------

Property management fees incurred to affiliates of
  the Local General Partners (iii)                      875,061    1,009,153      871,171
                                                     ----------   ----------   ----------
Total general and administrative - related parties   $2,227,690   $2,291,189   $2,148,442
                                                     ==========   ==========   ==========

</TABLE>

(i) The General  Partner is entitled to receive a  partnership  management  fee,
after payment of all partnership expenses,  which together with the local annual
administrative  fees  will not  exceed a maximum  of 0.5% per annum of  invested
assets (as defined in the Partnership Agreement),  for administering the affairs
of  the  Partnership.  Subject  to the  foregoing  limitation,  the  partnership
management fee will be determined by the General  Partner in its sole discretion
based  upon its  review of the  Partnership's  investments.  Unpaid  partnership
management fees for any year have been, and will continue to be, accrued without
interest  and will be payable  only to the extent of  available  funds after the
Partnership  has  made   distributions  to  the  limited  partners  of  sale  or
refinancing  proceeds equal to their original capital  contributions  plus a 10%
priority return thereon (to the extent not  theretofore  paid out of cash flow).
Partnership   management  fees  owed  to  the  General   Partner   amounting  to
approximately  $7,479,000 and $6,599,000 were accrued and unpaid as of March 31,
2006 and 2005, respectively.

(ii) The  Partnership  reimburses  the General  Partner and its  affiliates  for
actual  Partnership  operating  expenses incurred by the General Partner and its
affiliates on the  Partnership's  behalf.  The amount of reimbursement  from the
Partnership is limited by the provisions of the Partnership  Agreement.  Another
affiliate of the General Partner  performs asset monitoring for the Partnership.
These   services   include  site  visits  and   evaluations  of  the  subsidiary


                                       61
<PAGE>



                        INDEPENDENCE TAX CREDIT PLUS L.P.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2006



partnerships'  performance.  Expense reimbursements owed to the General Partners
and its affiliates  amounting to  approximately  $1,453,000 and $1,180,000  were
accrued and unpaid as of March 31, 2006 and 2005, respectively.

(iii) Property management fees incurred by the subsidiary  partnerships amounted
to  $1,317,131,  $1,303,227  and  $1,135,293 for the years ended March 31, 2006,
2005 and 2004,  respectively.  Of these fees, $875,061,  $1,009,153 and $871,171
were incurred to affiliates  of the general  partners of the Local  Partnerships
(the "Local General Partners") and $144,489, $139,872 and $135,452 were incurred
to affiliates of the General Partner.

(iv) Independence SLP L.P. is entitled to receive a local  administrative fee of
up to $2,500 per year from each subsidiary partnership.

B) Due to Local General Partners and Affiliates

Due to local general partners and affiliates consists of the following:

<TABLE>
<CAPTION>

                                                                                             March 31,
                                                                                   ------------------------------
                                                                                       2006              2005*
                                                                                   ------------      ------------
<S>                                                                                <C>               <C>
Development deficit advances                                                       $     50,000      $     50,000
Operating advances (i)                                                                2,018,163         1,019,861
Development fee payable                                                               1,391,293         1,391,293
Long-term notes payable (ii)                                                          1,418,781         1,460,240
Accrued interest on long-term notes payable                                             958,882           865,298
Management and other fees                                                             2,191,106         1,148,035
                                                                                   ------------      ------------

                                                                                   $  8,028,225      $  5,934,727
                                                                                   ============      ============

* Reclassified for comparative purposes.

(i) Operating advances include the following loan:

Christine Apartments, L.P.                                                         $    116,100      $    116,100
--------------------------
This loan is non-interest bearing and has no set repayment terms.

(ii) Long-term notes payable consist of the following:

Creative Choice Homes II, LTD.                                                     $    979,770      $    979,770
-------------------------------
The first note bears interest at 7% payable monthly.
Principal on the loan is due and payable in full on December
31, 2009.  No payments were made during the current year on
this note.  Delinquent principal payments as of December 31,
2005 amounted to $407,787, and thus, this note is technically
in default.  The second note bears interest at 12% payable
monthly.  Principal on the loan is due and payable in full on
December 31, 2009.  No payments were made during the current
year on this note.  Delinquent principal payments as of
December 31, 2005 amounted to $473,622, and thus, this note is
technically in default.  Accrued interest as of December 31,
2005 and 2004, totaled $958,882 and $865,298, respectively.

Plainsboro Housing Partners, L.P.                                                  $    439,011      $    480,470
----------------------------------
This loan accrues interest at a rate of 7.34% per annum on the
outstanding principal balance. Repayment of the principal and
interest shall be made from net cash flow to the extent
available pursuant to the promissory note. All accrued
interest and principal are due in a balloon payment in
December 2033.

</TABLE>

Interest   expense   incurred  on  such  long-term  notes  payable  amounted  to
approximately $126,000, $129,000 and $134,000 for the 2005, 2004 and 2003 Fiscal
Years, respectively.

C) Other

Pursuant to the  Partnership  Agreement  and the  partnership  agreements of the
Local Partnerships, the General Partner and Independence SLP L.P. received their
pro rata share of profits, losses and tax credits.


                                       62
<PAGE>



                        INDEPENDENCE TAX CREDIT PLUS L.P.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2006



NOTE 9 - Taxable Net Loss

A  reconciliation  of the financial  statements net loss to the taxable net loss
for the Partnership and its consolidated subsidiaries follows:

<TABLE>
<CAPTION>

                                                              Years Ended December 31,
                                                     -----------------------------------------
                                                        2005           2004           2003
                                                     -----------    -----------    -----------
<S>                                                  <C>            <C>            <C>
Financial statement net loss                         $(5,070,444)   $(5,965,074)   $(7,556,569)

Differences between depreciation and amortization
expense recorded for financial reporting  purposes
and the accelerated cost recovery system utilized
for income tax purposes                                 (961,689)    (1,136,800)    (1,093,667)

Differences resulting from parent company having a
different fiscal year forincome tax and financial
reporting purposes                                        32,009        (22,493)        19,709

Other                                                   (191,835)      (645,283)     1,584,004
                                                     -----------    -----------    -----------

Taxable net loss as shown on the income tax return
for the calendar year ended                          $(6,191,959)   $(7,769,650)   $(7,046,523)
                                                     ===========    ===========    ===========

</TABLE>

NOTE 10 - Selected Quarterly Financial Date (Unaudited)

The following table summarizes the Partnership's quarterly results of operations
for the years ended March 31, 2006 and 2005.

<TABLE>
<CAPTION>

                                                                  Quarter Ended
                                            --------------------------------------------------------
                                              June 30,    September 30,   December 31,     March 31,
              OPERATIONS                        2005          2005           2005            2006
-----------------------------------------   -----------   -------------   -----------    -----------
<S>                                         <C>            <C>            <C>            <C>
Revenues                                    $ 5,803,650    $ 5,411,872    $ 5,847,384    $ 6,310,017

Operating expenses                           (7,345,502)    (6,953,814)    (6,978,213)    (7,194,828)
                                            -----------    -----------    -----------    -----------

Loss before minority interest                (1,541,852)    (1,541,942)    (1,130,829)      (884,811)

Minority interest in loss of subsidiaries        10,294          2,706          5,989         10,001
                                            -----------    -----------    -----------    -----------

Net loss                                    $(1,531,558)   $(1,539,236)   $(1,124,840)   $  (874,810)
                                            ===========    ===========    ===========    ===========

Net loss per weighted average BAC           $    (19.75)   $    (19.84)   $    (14.50)   $    (11.28)
                                            ===========    ===========    ===========    ===========

</TABLE>
<TABLE>
<CAPTION>

                                                                  Quarter Ended
                                            --------------------------------------------------------
                                              June 30,    September 30,   December 31,     March 31,
              OPERATIONS                        2004          2004           2004            2005
-----------------------------------------   -----------   -------------   -----------    -----------
<S>                                         <C>            <C>            <C>            <C>

Revenues                                    $ 5,359,301    $ 5,766,387    $ 5,506,219    $ 5,889,044

Operating expenses                           (7,344,370)    (7,245,580)    (7,000,006)    (6,929,096)
                                            -----------    -----------    -----------    -----------

Loss before minority interest                (1,985,069)    (1,479,193)    (1,493,787)    (1,040,052)

Minority interest in loss of subsidiaries         8,621          3,221          5,044         16,140
                                            -----------    -----------    -----------    -----------

Net loss                                    $(1,976,448)   $(1,475,972)   $(1,488,743)   $(1,023,912)
                                            ===========    ===========    ===========    ===========

Net loss per weighted average BAC           $    (25.48)   $    (19.03)   $    (19.20)   $    (13.20)
                                            ===========    ===========    ===========    ===========

</TABLE>


                                       63
<PAGE>



                        INDEPENDENCE TAX CREDIT PLUS L.P.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2006



NOTE 11 - Commitments and Contingencies

a)  Subsidiary Partnerships - Going Concern

Creative Choice Homes II LTD. ("Opa-Locka")
-------------------------------------------

Opa-Locka  is in  default  on its third and  fourth  mortgage  notes,  which are
included in due to local general  partners and affiliates  (see Note 8), and has
incurred  significant  operating losses. This condition raises substantial doubt
about  Opa-Locka's  ability to  continue  as a going  concern.  The  ability for
Opa-Locka to continue as a going concern is based on the Local General partner's
continuing  ability to fund operating losses.  The  Partnership's  investment in
Opa-Locka  at  March  31,  2006  and  2005  was  approximately   $2,972,000  and
$2,970,000,  respectively,  and the  minority  interest  balance was $0 for both
years.   Opa-Locka's  net  income  (loss)  amounted  to  approximately   $3,000,
$(465,000)  and   $(1,550,000)  for  the  2005,  2004  and  2003  Fiscal  Years,
respectively.  The Local General Partner has hired a new managing agent. The new
manager is  implementing a strategy to reduce  overall  operating  expenses,  as
reflected in Opa-Locka recording net income for the 2005 Fiscal Year.

b)  Uninsured Cash and Cash Equivalents

The  Partnership  maintains  its cash and cash  equivalents  in  various  banks.
Accounts  at  each  bank  are  guaranteed  by  the  Federal  Deposit   Insurance
Corporation  up to  $100,000.  As of March  31,  2006,  uninsured  cash and cash
equivalents approximated $1,665,000.

c)  Cash Distributions

Cash distributions from the Local Partnerships to the Partnership are restricted
by the  provisions  of  the  respective  partnership  agreements  of  the  Local
Partnerships and the U.S.  Department of Housing and Urban  Development  ("HUD")
based on operating results and a percentage of the owner's equity  contribution.
Such cash distributions are typically made for surplus cash flow.

d)  Other

The  Partnership  is subject to the risks  incident to potential  losses arising
from the management and ownership of improved real estate.  The  Partnership can
also be affected by poor economic  conditions  generally;  however, no more than
21%  of the  properties  are  located  in  any  single  state.  There  are  also
substantial  risks  associated  with  owning  properties   receiving  government
assistance; for example, the possibility that Congress may not appropriate funds
to enable HUD to make rental assistance payments. HUD also restricts annual cash
distributions  to partners  based on operating  results and a percentage  of the
owner's  equity  contribution.  The  Partnership  cannot  sell or  substantially
liquidate its investments in subsidiary  partnerships during the period that the
subsidy agreements are in existence without HUD's approval.  Furthermore,  there
may not be market  demand for  apartments  at full market  rents when the rental
assistance contracts expire.

The  Partnership and BACs holders began to recognize Tax Credits with respect to
an  Apartment  Complex  when  the  Credit  Period  for  such  Apartment  Complex
commenced.  Because of the time  required for the  acquisition,  completion  and
rent-up of  Apartment  Complexes,  the amount of Tax Credits  per BAC  gradually
increased  over the  first  three  years of the  Partnership.  Tax  Credits  not
recognized  in the first three years will be recognized in the 11th through 13th
years. The Partnership generated $17,573,  $1,051,548 and $7,001,508 Tax Credits
during the 2005, 2004 and 2003 tax years, respectively.


                                       64
<PAGE>



Item  9.  Changes  in and  Disagreements  with  Accountants  on  Accounting  and
Financial Disclosure

None

Item 9A.  Controls and Procedures

(a)  EVALUATION  OF  DISCLOSURE  CONTROLS AND  PROCEDURES.  The Chief  Executive
Officer and Chief Financial Officer of Related Independence Associates Inc., the
general  partner of the General  Partner of the  Partnership,  has evaluated the
effectiveness of the Partnership's  disclosure  controls and procedures (as such
term is defined in Rules 13a-15(e) and 15d-15(e)  under the Securities  Exchange
Act of 1934, as amended  ("Exchange Act") as of the end of the period covered by
this report.  Based on such  evaluation,  such officer has concluded that, as of
the end of such period, the Partnership's disclosure controls and procedures are
effective.

(b) INTERNAL CONTROL OVER FINANCIAL  REPORTING.  There have not been any changes
in the Partnership's internal control over financial reporting during the fiscal
year to  which  this  report  relates  that  have  materially  affected,  or are
reasonably likely to materially affect, the Partnership's  internal control over
financial reporting.

Item 9B.  Other Information

None


                                       65
<PAGE>

                                    PART III


Item 10.  Directors and Executive Officers of the Registrant

The Partnership is a limited  partnership which was formed under the laws of the
State of Delaware on November 7, 1990. The general partner of the Partnership is
Related  Independence  Associates  L.P.,  a Delaware  limited  partnership  (the
"General  Partner").  The  general  partner  of the  General  Partner is Related
Independence Associates Inc., a Delaware corporation ("RIAI) and is an affiliate
of  CharterMac  Capital  (formerly  known  as  Related  Capital  Company).   The
Partnership has no directors or executive  officers.  The Partnership's  affairs
are managed and  controlled  by the General  Partner.  The  Partnership  has not
adopted a separate code of ethics  because the  Partnership  has no directors or
executive officers.  However,  the parent company of CharterMac  Capital,  which
controls   the   General   Partner,   has   adopted  a  code  of   ethics   (see
http://www.chartermac.com).

On November 17,  2003,  CharterMac  acquired  CharterMac  Capital,  which is the
parent  of RCC  Manager  LLC,  the sole  shareholder  of RIAI.  Pursuant  to the
acquisition,  CharterMac acquired controlling  interests in the General Partner.
Alan P. Hirmes  replaced  Stephen M. Ross as Director of RIAI effective April 1,
2004 as a result  of this  acquisition.  This  acquisition  did not  affect  the
Partnership  or its  day-to-day  operations,  as  the  majority  of the  General
Partner's management team remained unchanged.

On November 8, 2005,  CharterMac announced that Stuart J. Boesky would step down
as Chief  Executive  Officer and trustee of  CharterMac.  Upon hi stepping down,
which was effective on November 15, 2005, he also resigned from this position as
Senior  Vice  President  of RIAI.  Mr.  Boesky will stay on as a  consultant  to
CharterMac  for the next year in order to ensure a smooth  transition.  On March
14,  2006,  CharterMac's  Board of Trustees  named Marc D.  Schnitzer  the Chief
Executive  Officer,  effective  immediately.  Mr. Schnitzer  replaced Stephen M.
Ross, who had served as interim Chief  Executive  Officer since Stuart J. Boesky
resigned in November of 2005.  Mr.  Schnitzer also replaced Mr. Boesky as Senior
Vice President of RIAI.

Certain  information  concerning the directors and executive officers of RIAI is
set forth below.

Name                                    Position
-------------------                     ----------------------

Alan P. Hirmes                          Director and President

Marc D. Schnitzer                       Senior Vice President

Glenn F. Hopps                          Treasurer

ALAN P. HIRMES,  51, has been a Certified  Public  Accountant  in New York since
1978.  Prior to  joining  CharterMac  Capital in October  1983,  Mr.  Hirmes was
employed by Weiner & Co.,  Certified  Public  Accountants.  Mr. Hirmes is also a
Vice  President  of  CharterMac  Capital.  Mr.  Hirmes  graduated  from  Hofstra
University  with a Bachelor of Arts degree.  Mr. Hirmes also serves on the Board
of Trustees of  CharterMac  Capital and  American  Mortgage  Acceptance  Company
("AMAC").

MARC D. SCHNITZER,  45, is responsible both for financial restructurings of real
estate properties and directing CharterMac Capital's  acquisitions of properties
generating  Housing Tax Credits.  Mr.  Schnitzer  received a Masters of Business
Administration  from The Wharton  School of the  University of  Pennsylvania  in
December 1987 before joining  CharterMac  Capital in January 1988.  From 1983 to
January 1986, he was a financial analyst for the First Boston Corporation in New
York.  Mr.  Schnitzer  graduated  summa cum laude with a Bachelor  of Science in
Business  Administration  from the School of Management at Boston  University in
May 1983. In March of 2006, Mr. Schnitzer was appointed Chief Executive  Officer
and President of CharterMac  Capital.  Mr. Schnitzer also serves on the Board of
Trustees of CharterMac Capital.

GLENN F. HOPPS, 43, joined  CharterMac  Capital in December,  1990, and prior to
that date was  employed  by Mark  Shron & Company  and  Weissbarth,  Altman  and
Michaelson certified public accountants. Mr. Hopps graduated from New York State
University at Albany with a Bachelor of Science Degree in Accounting.

Item 11.  Executive Compensation

The  Partnership has no officers or directors.  The Partnership  does not pay or
accrue  any fees,  salaries  or other  forms of  compensation  to  directors  or
officers of the general partner of the General Partner for their services. Under
the terms of the Partnership  Agreement,  the General Partner and its affiliates
are entitled to receive  compensation  from the Partnership in  consideration of
certain services rendered to the Partnership by such parties.  In addition,  the
General  Partner  is  entitled  to 1% of all cash  distributions  and Tax Credit
allocations  and a  subordinated  15%  interest  in Net  Sales  or  Refinancings
Proceeds. See Note 8 in Item 8 above for a presentation of the types and amounts
of  compensation  paid to the  General  Partner  and its  affiliates,  which  is
incorporated herein by reference thereto.

Tabular information concerning salaries, bonuses and other types of compensation
payable to executive  officers has not been included in this annual  report.  As
noted  above,  the  Partnership  has  no  executive  officers.   The  levels  of
compensation  payable to the General Partner and/or its affiliates is limited by
the terms of the Partnership  Agreement and may not be increased  therefrom on a
discretionary basis.


                                       66
<PAGE>

Item 12.  Security  Ownership of Certain  Beneficial  Owners and  Management and
Related Security Holder Matters
<TABLE>
<CAPTION>
                               Name and Address of          Amount and Nature of
      Title of Class           Beneficial Ownership         Beneficial Ownership        Percentage of Class
---------------------------    --------------------     -----------------------------   -------------------
<S>                            <C>                      <C>                                    <C>
                               Related Independence
                               Associates L.P.
General Partnership            625 Madison Avenue       $1,000 capital contribution -
interest in the Partnership    New York, NY 10022       directly owned                         100%
</TABLE>

Independence  SLP L.P.,  a limited  partnership  whose  general  partner  is the
General Partner of the Partnership and which acts as the special limited partner
of  each  Local  Partnership,  holds  either  a 0.1% or 1%  limited  partnership
interest  in  each  Local  Partnership.  See  Note  8 in  Item  8  above,  which
information is incorporated herein by reference thereto.

Except as set forth in the table below, no person is known by the Partnership to
be the beneficial owner of more than 5% of the Limited Partnership Interests and
neither the General Partner nor any director or executive officer of the General
Partner owns any Limited Partnership  Interests.  The following table sets forth
the number of BACs  beneficially  owned,  as of May 18,  2006,  by (i) each BACs
holder known to the Partnership to be a beneficial  owner of more than 5% of the
BACs,  (ii) each  director and executive  officer of the general  partner of the
General  Partner and (iii) the directors  and executive  officers of the general
partner of the General Partner as a group.  Unless otherwise noted, all BACs are
owned directly with sole voting and dispositive powers.
<TABLE>
<CAPTION>
                                          Amount and Nature of
     Name of Beneficial Owner (1)         Beneficial Ownership    Percent of Class
---------------------------------------  ----------------------   ----------------
<S>                                         <C>                         <C>
Lehigh Tax Credit Partners, Inc.            6,846.30(2)(3)              8.9%

J. Michael Fried                            6,846.30(2)(3)(4)           8.9%

Alan P. Hirmes                              6,846.30(2)(3)(4)           8.9%

Stuart J. Boesky                            6,846.30(2)(3)(4)           8.9%

Marc D. Schnitzer                           6,846.30(2)(3)(4)           8.9%

Denise L. Kiley                             6,846.30(2)(3)(4)           8.9%

Glenn F. Hopps                                     -                      -

Teresa Wicelinski                                  -                      -

All directors and executive officers of
  the general partner of the General
  Partner as a group (eight persons)        6,846.30(2)(3)(4)           8.9%
</TABLE>

(1) The address for each of the persons in the table is 625 Madison Avenue,  New
York, New York 10022.

(2) As set forth in  Schedule  13D filed by Lehigh  Tax Credit  Partners  L.L.C.
("Lehigh I") and Lehigh Tax Credit  Partners,  Inc., (the "Managing  Member") on
June 10, 1997 with the Securities and Exchange Commission (the "Commission") and
pursuant to a letter agreement dated May 28, 1997 among the Partnership,  Lehigh
I and the General Partner (the  "Standstill  Agreement"),  Lehigh I agreed that,
prior to May 28, 2007 (the  "Standstill  Expiration  Date"),  it will not and it
will cause certain  affiliates,  including Lehigh Tax Credit Partners II, L.L.C.
("Lehigh  II"),  not to (i)  acquire,  attempt to acquire or make a proposal  to
acquire, directly or indirectly,  more than 45% (including BACs acquired through
all other means) of the  outstanding  BACs,  (ii) seek to propose to enter into,
directly or indirectly, any merger, consolidation, business combination, sale or
acquisition of assets,  liquidation,  dissolution  or other similar  transaction
involving the Partnership,  (iii) make, or in any way  participate,  directly or
indirectly,  in any "solicitation" of "proxies" or "consents" (as such terms are
used in the proxy rules of the Commission) to vote any voting  securities of the
Partnership,  (iv) form, join or otherwise  participate in a "group" (within the
meaning of Section 13 (d)(3) of the  Securities  and  Exchange Act of 1934) with
respect to any voting  securities of the  Partnership,  except those  affiliates
bound by the  Standstill  Agreement  will not be deemed to have  violated it and
formed a "group" solely by acting in accordance  with the Standstill  Agreement,
(v) disclose in writing to any third party any  intention,  plan or  arrangement
inconsistent with the terms of the Standstill Agreement,  or (vi) loan money to,
advise,   assist  or  encourage  any  person  in  connection   with  any  action
inconsistent with the terms of the Standstill Agreement.  In addition,  Lehigh I
agreed  that  until  the  Standstill  Expiration  Date it will not sell any BACs
acquired  by it  unless  the  buyer  of such  BACs  agrees  to be  bound  by the
Standstill  Agreement;  provided,  however,  Lehigh I may make  transfers in the
secondary  market to any purchaser which  represents that following such sale it
will not own three percent (3%) or more of the BACs outstanding. By the terms of
the  Standstill  Agreement,  Lehigh I also  agreed  to vote its BACs in the same
manner as a majority of all voting BACs holders; provided,  however, Lehigh I is
entitled to vote its BACs as it  determines  with regard to any  proposal (i) to
remove the  General  Partner as a general  partner  of the  Partnership  or (ii)
concerning the reduction of any fees, profits,  distributions or allocations for
the benefit of the General Partner or its affiliates. The address of each of the
Partnership,  Lehigh I and the General Partner is 625 Madison Avenue,  New York,
New York 10022.

(3) All of such BACs represent BACs owned directly by Lehigh I and Lehigh II for
which the Managing Member serves as managing member.  As of May 18, 2006, Lehigh
I held 3,410.65 BACs and Lehigh II held 3,435.65 BACs.


                                       67
<PAGE>


(4) Each such party serves as a director and  executive  officer of the Managing
Member and owns an equity  interest  therein except J. Michael Fried,  Denise L.
Kiley and Stuart J. Boesky who own only an economic interest.

Item 13.  Certain Relationships and Related Transactions

The  Partnership  has and will continue to have certain  relationships  with the
General Partner and its  affiliates,  as discussed in Item 11 and also Note 8 in
Item 8 above, which are incorporated  herein by reference.  However,  there have
been no direct financial  transactions between the Partnership and the directors
and officers of the general partner of the General Partner.

Item 14.  Principal Accountant Fees and Services

Audit Fees
----------
The  aggregate  fees billed by Trien  Rosenberg  Rosenberg  Weinberg  Ciullo and
Fazzari LLP and its affiliates for professional  services rendered for the audit
of the Partnership's  annual financial  statements for the years ended March 31,
2006 and 2005 and for the reviews of the  financial  statements  included in the
Partnership's  quarterly  reports on Form 10-Q for those years were  $54,900 and
$56,500, respectively.

Audit - Related Fees
--------------------
None.

Tax Fees
--------
The  aggregate  fees billed by Weiser LLP and its  affiliates  for  professional
services  rendered for the preparation of the  Partnership's  annual tax returns
were $11,000 for both the years ended December 31, 2005 and 2004.

All Other Fees
--------------
None.

The Partnership is not required to have, and does not have, a stand-alone  audit
committee.


                                       68
<PAGE>

                                     PART IV


Item 15.  Exhibits and Financial Statement Schedules
<TABLE>
<CAPTION>
                                                                                   Sequential
                                                                                      Page
                                                                                   ----------
<S>       <C>                                                                          <C>
(a)1.     Financial Statements

          Report of Independent Registered Public Accounting Firm                      13

          Consolidated Balance Sheets at March 31, 2006 and 2005                       53

          Consolidated  Statements of  Operations  for the Years Ended March 31,       54
          2006, 2005 and 2004

          Consolidated  Statements of Changes in Partners' Capital (Deficit) for       55
          the Years Ended March 31, 2006, 2005 and 2004

          Consolidated  Statements  of Cash Flows for the Years  Ended March 31,       56
          2006, 2005 and 2004

          Notes to Consolidated Financial Statements                                   57

(a)2.     Consolidated Financial Statement Schedules

          Report of Independent Registered Public Accounting Firm                      75

          Schedule I- Condensed Financial Information of Registrant                    76

          Schedule III - Real Estate and Accumulated Depreciation                      79

(a)3.     Exhibits
          --------

(3A)      Form of Amended  and  Restated  Agreement  of Limited  Partnership  of
          Independence  Tax Credit  Plus L.P.,  attached  to the  Prospectus  as
          Exhibit A*

(3B)      Amended  and   Restated   Certificate   of  Limited   Partnership   of
          Independence Tax Credit Plus L.P.*

(10A)     Form of Subscription  Agreement attached to the Prospectus as Exhibit
          B*

(10B)     Form of Purchase and Sales Agreement  pertaining to the Partnership's
          acquisition of Local Partnership Interests*

(10C)     Form of Amended and  Restated  Agreement  of Limited  Partnership  of
          Local Partnerships*

(21)      Subsidiaries of the Registrant                                               70

          *    Incorporated  herein as an exhibit by reference to exhibits filed
               with Pre-Effective Amendment No. 1 to the Independence Tax Credit
               Plus L.P.  Registration  Statement on Form S-11 (Registration No.
               33-37704)

(31.1)    Certification Pursuant to Rule 13a-14(a) or Rule 15d-14(a)                   73

(32.1)    Certification   Pursuant  to  Rule  13a-14(b)  or Rule  15d-14(b)  and       74
          Section 1350 of Title 18 of the United States Code (18 U.S.C. 1350)
</TABLE>


                                       69
<PAGE>



Item 15.  Exhibits and Financial Statement Schedules (continued)

<TABLE>
<CAPTION>

                                                             Jurisdiction
            Subsidiaries of the Registrant (Exhibit 21)     of Organization
            ------------------------------                  ---------------
            <S>                                                   <C>
            Harbor Court Limited Partnership                      NY
            Old Public Limited Partnership                        TN
            Lancaster Terrace Limited Partnership                 OR
            655 North Street Limited Partnership                  LA
            Landreth Venture                                      PA
            Homestead Apartments Associates Ltd.                  FL
            Bethel Villa Associates, L.P.                         DE
            West Diamond Street Associates                        PA
            Susquehanna Partners                                  PA
            Boston Bay Limited Partnership                        MA
            Morrant Bay Limited Partnership                       MA
            Hope Bay Limited Partnership                          MA
            Lares Apartments Limited Partnership                  PR
            Lajas Apartments Limited Partnership                  PR
            Arlington-Rodeo Properties                            CA
            Conifer Bateman Associates                            NY
            Hampden Hall Associates, L.P.                         MO
            Chester Renaissance Associates                        PA
            Homestead Apartments II, LTD.                         FL
            P.S. 157 Associates, L.P.                             NY
            Cloisters Limited Partnership II                      PA
            Creative Choice Homes II, LTD.                        FL
            Milford Crossing Associates L.P.                      DE
            BX-7F Associates, L.P.                                NY
            Los Angeles Limited Partnership                       PR
            Christine Apartments, L.P.                            NY
            Plainsboro Housing Partners, L.P.                     NJ
            Rolling Green Associates, L.P.                        NY

</TABLE>


                                       70
<PAGE>



                                   SIGNATURES
                                   ----------


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



                        INDEPENDENCE TAX CREDIT PLUS L.P.
                        ---------------------------------
                                  (Registrant)



                              By: RELATED INDEPENDENCE ASSOCIATES L.P.,
                                  its General Partner



                                  By: RELATED INDEPENDENCE ASSOCIATES INC.,
                                      a General Partner



Date:  June 22, 2006                  By:  /s/ Alan P. Hirmes
       -------------                       ------------------
                                           Alan P. Hirmes
                                           Director and President
                                           (Chief  Executive  Officer  and Chief
                                            Financial Officer)



Date:  June 22, 2006                  By:  /s/ Glenn F. Hopps
       -------------                       ------------------
                                           Glenn F. Hopps
                                           Treasurer
                                           (Chief Accounting Officer)



<PAGE>



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

<TABLE>
<CAPTION>

       Signature                                       Title                                    Date
------------------------    ------------------------------------------------------------    -------------
<S>                         <C>                                                             <C>
/s/ Alan P. Hirmes          Director and President (chief executive officer and chief       June 22, 2006
------------------          financial officer) of Related Independence Associates Inc.      -------------
Alan P. Hirmes


/s/ Glenn F. Hopps          Treasurer (chief accounting officer) of Related Independence
------------------          Associates Inc.                                                 June 22, 2006
Glenn F. Hopps                                                                              -------------

</TABLE>


<PAGE>



                                                                    Exhibit 31.1


                         CERTIFICATION PURSUANT TO RULE
                           13A-14(A) OR RULE 15D-14(A)


I, Alan P.  Hirmes,  Chief  Executive  Officer  and Chief  Financial  Officer of
Related  Independence  Associates Inc. a general partner of Related Independence
Associates L.P. the general  partner of  Independence  Tax Credit Plus L.P. (the
"Partnership"), certify that:

     1.  I have  reviewed  this annual report on Form 10-K for the period ending
         March 31, 2006 of the Partnership;

     2.  Based  on my  knowledge,  this  report  does  not  contain  any  untrue
         statement of a material fact or omit to state a material fact necessary
         to make the statements made, in light of the circumstances  under which
         such  statements  were made, not misleading  with respect to the period
         covered by this report;

     3.  Based on my knowledge,  the financial  statements,  and other financial
         information  included in this  report,  fairly  present in all material
         respects the financial condition,  results of operations and cash flows
         of the  Partnership  as of,  and for,  the  periods  presented  in this
         report;

     4.  I am responsible for establishing and maintaining  disclosure  controls
         and  procedures  (as  defined  in  Exchange  Act  Rules  13a-15(e)  and
         15d-15(e)) and internal control over financial reporting (as defined in
         Exchange Act Rules  13a-15(f) and  15d-15(f)) for the  Partnership  and
         have:

         a) designed such  disclosure  controls and  procedures,  or caused such
         disclosure controls and procedures to be designed under my supervision,
         to  ensure  that  material  information  relating  to  the  Partnership
         including its consolidated subsidiaries,  is made known to me by others
         within  those  entities,  particularly  during the period in which this
         report is being prepared;

         b) designed such internal control over financial  reporting,  or caused
         such internal control over financial  reporting to be designed under my
         supervision,  to provide reasonable assurance regarding the reliability
         of financial reporting and the preparation of financial  statements for
         external  purposes in accordance  with  generally  accepted  accounting
         principles;

         c) evaluated the effectiveness of the Partnership's disclosure controls
         and procedures  and presented in this report my  conclusions  about the
         effectiveness of the disclosure controls and procedures,  as of the end
         of the period covered by this report based on such evaluation; and

         d)  disclosed in this report any change in the  Partnership's  internal
         control over financial reporting that occurred during the Partnership's
         fourth fiscal  quarter that has materially  affected,  or is reasonably
         likely to materially  affect,  the Partnership's  internal control over
         financial reporting; and

     5.  I have  disclosed,  based  on my most  recent  evaluation  of  internal
         control over financial reporting,  to the Partnership's auditors and to
         the board of directors of Related Independence Associates Inc.:

         a) all significant  deficiencies and material  weaknesses in the design
         or operation of internal  control over  financial  reporting  which are
         reasonably  likely to  adversely  affect the  Partnership's  ability to
         record, process, summarize and report financial information; and

         b) any fraud,  whether or not  material,  that  involves  management or
         other  employees  who  have a  significant  role  in the  Partnership's
         internal control over financial reporting.



         Date: June 22, 2006                   By:  /s/ Alan P. Hirmes
               -------------                        ------------------
                                                    Alan P. Hirmes
                                                    Chief Executive Officer and
                                                    Chief Financial Officer




<PAGE>



                                                                    Exhibit 32.1


                             CERTIFICATION PURSUANT
                       TO RULE 13A-14(B) OR RULE 15D-14(B)
                          AND SECTION 1350 OF TITLE 18
                   OF THE UNITED STATES CODE (18 U.S.C. 1350)


In connection with the Annual Report of  Independence  Tax Credit Plus L.P. (the
"Partnership")  on Form 10-K for the period  ending March 31, 2006 as filed with
the  Securities  and  Exchange  Commission  ("SEC")  on  the  date  hereof  (the
"Report"),  I, Alan P.  Hirmes,  Chief  Executive  Officer  and Chief  Financial
Officer of Related  Independence  Associates  Inc. a general  partner of Related
Independence  Associates L.P. the General Partner of the  Partnership,  certify,
pursuant to 18 U.S.C.  Section 1350,  as adopted  pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that:


       (1) The Report fully complies with the  requirements  of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and


       (2) The  information  contained  in the Report  fairly  presents,  in all
material  respects,  the  financial  condition  and result of  operations of the
Partnership.

A signed  original of this  written  statement  required by Section 906 has been
provided  to the  Partnership  and  will  be  retained  by the  Partnership  and
furnished to the SEC or its staff upon request.



By:  /s/ Alan P. Hirmes
     ------------------
     Alan P. Hirmes
     Chief Executive Officer and
     Chief Financial Officer
     June 22, 2006


<PAGE>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
             -------------------------------------------------------


To the Partners of
Independence Tax Credit Plus L.P. and Subsidiaries
(A Delaware Limited Partnership)

In  connection  with our  audits of the  consolidated  financial  statements  of
Independence   Tax  Credit  Plus  L.P.  and  Subsidiaries  (A  Delaware  Limited
Partnership)  included in this Form 10-K as presented in our opinion  dated June
20,  2006 on page 13, and based on the reports of other  auditors,  we have also
audited  supporting  Schedule  I for the 2005,  2004 and 2003  Fiscal  Years and
Schedule  III at March 31, 2006.  In our opinion,  and based upon the reports of
the other auditors,  these consolidated  schedules present fairly,  when read in
conjunction with the related consolidated  financial  statements,  the financial
data required to be set forth therein.




TRIEN ROSENBERG ROSENBERG
WEINBERG CIULLO & FAZZARI LLP


New York, New York
June 20, 2006


                                       75
<PAGE>

                        INDEPENDENCE TAX CREDIT PLUS L.P.
                                   SCHEDULE I
                  CONDENSED FINANCIAL INFORMATION OF REGISTRANT
              (NOT INCLUDING CONSOLIDATED SUBSIDIARY PARTNERSHIPS)


                            CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>
                                     ASSETS


                                                          2006          2005
                                                      -----------   -----------
<S>                                                   <C>           <C>
Cash and cash equivalents                             $    88,808   $    61,093
Advances and investment in subsidiary partnerships     21,848,931    23,354,869
Cash held in escrow                                        17,941        17,941
Other assets                                              116,299       116,299
                                                      -----------   -----------

Total assets                                          $22,071,979   $23,550,202
                                                      ===========   ===========


                        LIABILITIES AND PARTNERS' CAPITAL


Other liabilities                                     $    14,867   $    12,892
Due to general partners and affiliates                 14,044,479    12,155,785
                                                      -----------   -----------

Total liabilities                                      14,059,346    12,168,677
                                                      -----------   -----------

Partners' capital*                                      8,012,633    11,381,525
                                                      -----------   -----------

Total liabilities and partners' capital               $22,071,979   $23,550,202
                                                      ===========   ===========
</TABLE>


Investments  in  subsidiary  partnerships  are recorded in  accordance  with the
equity method of accounting, wherein the investments are not reduced below zero.
Accordingly,  partners'  capital on the  consolidated  balance sheet will differ
from partners' capital shown above.

*Condensed  partners'  capital  includes  $516,745 and $561,239 of related party
income at March 31, 2006 and 2005, respectively.


                                       76
<PAGE>



                        INDEPENDENCE TAX CREDIT PLUS L.P.
                                   SCHEDULE I
                  CONDENSED FINANCIAL INFORMATION OF REGISTRANT
              (NOT INCLUDING CONSOLIDATED SUBSIDIARY PARTNERSHIPS)


                       CONDENSED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
                                                           Years Ended March 31,
                                                -----------------------------------------
                                                    2006           2005           2004
                                                -----------    -----------    -----------
<S>                                             <C>            <C>            <C>
Revenues                                        $     6,928    $     5,690    $     4,958
                                                -----------    -----------    -----------

Expenses

Administrative and management                       129,867        105,867        163,819
Administrative and management-related parties     1,153,640      1,077,664      1,021,560
                                                -----------    -----------    -----------

Total expenses                                    1,283,507      1,183,531      1,185,379
                                                -----------    -----------    -----------

Loss from operations                             (1,276,579)    (1,177,841)    (1,180,421)

Equity in loss of subsidiary partnerships        (2,092,313)    (3,295,109)    (4,948,362)
                                                -----------    -----------    -----------

Net loss                                        $(3,368,892)   $(4,472,950)   $(6,128,783)
                                                ===========    ===========    ===========
</TABLE>

                                       77
<PAGE>



                        INDEPENDENCE TAX CREDIT PLUS L.P.
                                   SCHEDULE I
                  CONDENSED FINANCIAL INFORMATION OF REGISTRANT
              (NOT INCLUDING CONSOLIDATED SUBSIDIARY PARTNERSHIPS)


                       CONDENSED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                                                      Years Ended March 31,
                                                            -----------------------------------------
                                                                2006           2005           2004
                                                            -----------    -----------    -----------
<S>                                                         <C>            <C>            <C>
Cash flows from operating activities:

Net loss                                                    $(3,368,892)   $(4,472,950)   $(6,128,783)
                                                            -----------    -----------    -----------

Adjustments to reconcile net loss to net cash provided by
  operating activities:

Equity in loss of subsidiary partnerships                     2,092,313      3,295,109      4,948,362
Increase (decrease) in other liabilities                          1,972        (11,492)        10,324
Increase in due to general partner and affiliates             1,888,697      2,559,429      2,639,392
                                                            -----------    -----------    -----------

Total adjustments                                             3,982,982      5,843,046      7,598,078
                                                            -----------    -----------    -----------

Net cash provided by operating activities                       614,090      1,370,096      1,469,295
                                                            -----------    -----------    -----------

Cash flows from investing activities:

Decrease in cash held in escrow-purchase price
 payments                                                             0         10,059              0
Investment in subsidiary partnerships                                 0        (10,059)             0
Distributions from subsidiary partnerships                      102,265        119,319        147,693
Advances to subsidiary partnerships                            (688,640)    (1,460,859)    (1,585,942)
                                                            -----------    -----------    -----------

Net cash used in investing activities                          (586,375)    (1,341,540)    (1,438,249)
                                                            -----------    -----------    -----------

Net increase in cash and cash equivalents                        27,715         28,556         31,046

Cash and cash equivalents, beginning of year                     61,093         32,537          1,491
                                                            -----------    -----------    -----------

Cash and cash equivalents, end of year                      $    88,808    $    61,093    $    32,537
                                                            ===========    ===========    ===========
</TABLE>

                                       78
<PAGE>



                        INDEPENDENCE TAX CREDIT PLUS L.P.
                                AND SUBSIDIARIES
                                  SCHEDULE III
                    REAL ESTATE AND ACCUMULATED DEPRECIATION
                   Partnership Property Pledged as Collateral
                                 MARCH 31, 2006
<TABLE>
<CAPTION>
                                                         Inital Cost to Partnership
                                                        ----------------------------

                                                                                       Cost Capitalized
                                                                                        Subsequent to
                                                                       Buildings and     Acquisition
            Description                  Encumbrances       Land       Improvements      Improvements
-------------------------------------   -------------   ------------   -------------   ---------------
<S>                                     <C>             <C>            <C>               <C>
Apartment Complexes

Harbor Court Limited Partnership
  Staten Island, NY                     $           0   $    137,450   $   1,007,966     $     69,289
Old Public Limited Partnership
  Lawrenceburg, TN                            413,230         10,000       1,713,310           81,678
Lancaster Terrace Limited Partnership
  Salem, OR                                 1,426,226        161,269       3,679,601           81,327
655 North Street Limited Partnership
  Baton Rouge, LA                           5,047,493        125,500       3,040,980        6,198,376
Landreth Venture
  Philadelphia, PA                          3,230,158          1,761       5,903,337          122,465
Homestead Apartments Associates Ltd.
  Homestead, FL                             3,350,636        329,402               0        5,943,165
Bethel Villa Associates, L.P.
  Wilmington, DE                            3,343,316        270,000       5,969,354        3,173,905
West Diamond Street Associates
  Philadelphia, PA                          1,576,000         30,829       3,444,649         (974,300)
Susquehanna Partners
  Philadelphia, PA                          1,712,292         16,000               0        4,004,595
Boston Bay Limited Partnership
  Boston, MA                                2,336,817        440,000       4,143,758          886,262
Morrant Bay Limited Partnership
  Boston, MA                                3,434,536        650,000       5,522,250        1,495,038
Hope Bay Limited Partnership
  Boston, MA                                1,204,310        225,000       1,435,185          692,382
Lares Apartments Limited Partnership
  Lares, PR                                 4,387,987        137,000               0        5,267,014
Lajas Apartments Limited Partnership
  Lajas, PR                                 4,050,066        110,090       4,952,929          212,887
Arlington-Rodeo Properties
  Los Angeles, CA                           3,543,123        624,052               0        5,064,598
Conifer Bateman Associates
  Lowville, NY                                938,977         15,000       2,525,729           83,324
Hampden Hall Associates, L.P.
  St.  Louis, MO                            2,089,846              0               0        7,547,993
Chester Renaissance Associates
  Chester, PA                                 863,000         33,667         168,333        1,782,784
Homestead Apartments II, LTD.
  Homestead, FL                             3,287,034        338,966               0        5,287,011
P.S.  157 Associates, L.P.
  New York, NY                              6,472,355         36,500       9,350,642          158,082


<CAPTION>

                                                      Buildings and                   Accumulated
            Description                    Land       Improvements        Total       Depreciation
-------------------------------------   -----------   -------------   ------------    ------------
<S>                                     <C>            <C>             <C>            <C>
Apartment Complexes

Harbor Court Limited Partnership
  Staten Island, NY                     $   140,813    $  1,073,892   $  1,214,705    $    426,149
Old Public Limited Partnership
  Lawrenceburg, TN                           13,640       1,791,348      1,804,988         891,364
Lancaster Terrace Limited Partnership
  Salem, OR                                 163,105       3,759,092      3,922,197       2,070,105
655 North Street Limited Partnership
  Baton Rouge, LA                           127,751       9,237,105      9,364,856       4,225,351
Landreth Venture
  Philadelphia, PA                            3,645       6,023,918      6,027,563       2,090,908
Homestead Apartments Associates Ltd.
  Homestead, FL                             340,868       5,931,699      6,272,567       1,994,829
Bethel Villa Associates, L.P.
  Wilmington, DE                            275,099       9,138,160      9,413,259       3,596,144
West Diamond Street Associates
  Philadelphia, PA                           32,414       2,468,764      2,501,178       1,529,460
Susquehanna Partners
  Philadelphia, PA                           17,585       4,003,010      4,020,595       1,340,488
Boston Bay Limited Partnership
  Boston, MA                                441,585       5,028,435      5,470,020       2,558,266
Morrant Bay Limited Partnership
  Boston, MA                                651,585       7,015,703      7,667,288       3,447,175
Hope Bay Limited Partnership
  Boston, MA                                226,585       2,125,982      2,352,567       1,053,684
Lares Apartments Limited Partnership
  Lares, PR                                 151,585       5,252,429      5,404,014       1,682,398
Lajas Apartments Limited Partnership
  Lajas, PR                                 111,675       5,164,231      5,275,906       1,809,730
Arlington-Rodeo Properties
  Los Angeles, CA                           625,637       5,063,013      5,688,650       1,894,310
Conifer Bateman Associates
  Lowville, NY                               16,585       2,607,468      2,624,053       1,318,825
Hampden Hall Associates, L.P.
  St.  Louis, MO                              1,585       7,546,408      7,547,993       3,371,473
Chester Renaissance Associates
  Chester, PA                                42,153       1,942,631      1,984,784         640,302
Homestead Apartments II, LTD.
  Homestead, FL                             340,551       5,285,426      5,625,977       1,698,883
P.S.  157 Associates, L.P.
  New York, NY                               38,085       9,507,139      9,545,224       3,126,176


<CAPTION>

                                                                       Life on which
                                                                       Depreciation in
                                          Year of                       Latest Income
                                        Construction/      Date         Statement is
            Description                  Renovation       Acquired        Computed*
-------------------------------------   -------------    ----------    ---------------
<S>                                         <C>           <C>            <C>
Apartment Complexes

Harbor Court Limited Partnership
  Staten Island, NY                         1991          Dec. 1991        27.5 years
Old Public Limited Partnership
  Lawrenceburg, TN                          1991          Dec. 1991        27.5 years
Lancaster Terrace Limited Partnership
  Salem, OR                                 1992          Feb. 1992      15-27.5years
655 North Street Limited Partnership
  Baton Rouge, LA                           1992          Mar. 1992        27.5 years
Landreth Venture
  Philadelphia, PA                          1992          Mar. 1992          40 years
Homestead Apartments Associates Ltd.
  Homestead, FL                             1992          Mar. 1992          40 years
Bethel Villa Associates, L.P.
  Wilmington, DE                            1992          Apr. 1992        27.5 years
West Diamond Street Associates
  Philadelphia, PA                          1992           May 1992          40 years
Susquehanna Partners
  Philadelphia, PA                          1992           May 1992       20-40 years
Boston Bay Limited Partnership
  Boston, MA                                1991          Aug. 1992        27.5 years
Morrant Bay Limited Partnership
  Boston, MA                                1991          Aug. 1992        27.5 years
Hope Bay Limited Partnership
  Boston, MA                                1991          Aug. 1992        27.5 years
Lares Apartments Limited Partnership
  Lares, PR                                 1992          Aug. 1992          40 years
Lajas Apartments Limited Partnership
  Lajas, PR                                 1992          Aug. 1992          40 years
Arlington-Rodeo Properties
  Los Angeles, CA                           1992          Aug. 1992        27.5 years
Conifer Bateman Associates
  Lowville, NY                              1990          Aug. 1992      15-27.5years
Hampden Hall Associates, L.P.
  St.  Louis, MO                            1992          Sep. 1992        27.5 years
Chester Renaissance Associates
  Chester, PA                               1992          Sep. 1992          40 years
Homestead Apartments II, LTD.
  Homestead, FL                             1992          Oct. 1992          40 years
P.S.  157 Associates, L.P.
  New York, NY                              1992          Nov. 1992          40 years
</TABLE>

                                       79
<PAGE>



                        INDEPENDENCE TAX CREDIT PLUS L.P.
                                AND SUBSIDIARIES
                                  SCHEDULE III
                    REAL ESTATE AND ACCUMULATED DEPRECIATION
                   Partnership Property Pledged as Collateral
                                 MARCH 31, 2006
                                   (continued)
<TABLE>
<CAPTION>
                                                         Inital Cost to Partnership
                                                        ----------------------------

                                                                                       Cost Capitalized
                                                                                        Subsequent to
                                                                       Buildings and     Acquisition
            Description                  Encumbrances       Land       Improvements      Improvements
-------------------------------------   -------------   ------------   -------------   ---------------
<S>                                     <C>             <C>            <C>               <C>
Cloisters Limited Partnership II
  Philadelphia, PA                                  0         35,160               0        9,580,526
Creative Choice Homes II, LTD.
  Opa-Locka, FL                             7,930,249              0               0       21,663,231
Milford Crossing Associates L.P. (**)
  Milford, DE                               2,397,789        203,006               0        4,383,032
BX-7F Associates, L.P.
  Bronx, NY                                 2,644,564              4       5,705,064          105,901
Los Angeles Limited Partnership
  Rio Piedras, PR                           3,948,049        201,210               0        6,695,261
Christine Apartments, L.P.
  Buffalo, NY                               1,245,000         10,000       2,351,072          276,638
Plainsboro Housing Partners, L.P.
  Plainsboro, NJ                            4,266,825        800,000               0        8,851,487
Rolling Green Associates, L.P.
  Syracuse, NY                             12,476,566        180,000      19,583,101        2,283,460
                                        -------------   ------------   -------------     ------------

                                        $  87,616,444   $  5,121,866   $  80,497,260     $101,017,411
                                        =============   ============   =============     ============


<CAPTION>

                                                      Buildings and                   Accumulated
            Description                    Land       Improvements        Total       Depreciation
-------------------------------------   -----------   -------------   ------------    ------------
<S>                                     <C>            <C>             <C>            <C>
Cloisters Limited Partnership II
  Philadelphia, PA                           36,745       9,578,941      9,615,686       3,073,794
Creative Choice Homes II, LTD.
  Opa-Locka, FL                             574,637      21,088,594     21,663,231       6,658,397
Milford Crossing Associates L.P. (**)
  Milford, DE                               115,519       4,470,519      4,586,038       2,153,857
BX-7F Associates, L.P.
  Bronx, NY                                   2,178       5,808,791      5,810,969       1,910,134
Los Angeles Limited Partnership
  Rio Piedras, PR                           203,384       6,693,086      6,896,470       2,071,744
Christine Apartments, L.P.
  Buffalo, NY                                13,174       2,624,538      2,637,712       1,194,877
Plainsboro Housing Partners, L.P.
  Plainsboro, NJ                            802,174       8,849,313      9,651,487       3,351,521
Rolling Green Associates, L.P.
  Syracuse, NY                              182,174      21,864,386     22,046,560       9,863,586
                                        -----------    ------------   ------------    ------------

                                        $ 5,692,516    $180,944,021   $186,636,537    $ 71,043,930
                                        ===========    ============   ============    ============


<CAPTION>

                                                                       Life on which
                                                                       Depreciation in
                                          Year of                       Latest Income
                                        Construction/      Date         Statement is
            Description                  Renovation       Acquired        Computed*
-------------------------------------   -------------    ----------    ---------------
<S>                                         <C>           <C>            <C>
Cloisters Limited Partnership II
  Philadelphia, PA                          1992          Nov. 1992          40 years
Creative Choice Homes II, LTD.
  Opa-Locka, FL                             1988          Dec. 1992          40 years
Milford Crossing Associates L.P. (**)
  Milford, DE                               1992          Dec. 1992        27.5 years
BX-7F Associates, L.P.
  Bronx, NY                                 1993          Jan. 1993          40 years
Los Angeles Limited Partnership
  Rio Piedras, PR                           1994           Apr.1993          40 years
Christine Apartments, L.P.
  Buffalo, NY                               1993          June 1993        27.5 years
Plainsboro Housing Partners, L.P.
  Plainsboro, NJ                            1994          July 1993        27.5 years
Rolling Green Associates, L.P.
  Syracuse, NY                              1992          Oct. 1993        27.5 years
</TABLE>


*    Personal  property is  depreciated  over the estimated  useful life ranging
     from 3 to 10 years.
**   During the ended December 31, 1997, the  Partnership  sold a parcel of land
     for $210,000 to an entity with a member who is also the general  partner of
     the Partnership.


                                       80
<PAGE>

                        INDEPENDENCE TAX CREDIT PLUS L.P.
                                AND SUBSIDIARIES
                                  SCHEDULE III
                    REAL ESTATE AND ACCUMULATED DEPRECIATION
                   Partnership Property Pledged as Collateral
                                  MARCH 31, 2006
                                   (continued)
<TABLE>
<CAPTION>
                                          Cost of Property and Equipment                   Accumulated Depreciation
                                    -------------------------------------------   -------------------------------------------
                                                                      Years Ended March 31,
                                    -----------------------------------------------------------------------------------------
                                        2006           2005            2004           2006           2005            2004
                                    ------------   -------------   ------------   ------------   -------------   ------------
<S>                                 <C>            <C>             <C>            <C>            <C>             <C>
Balance at beginning of period      $185,665,410   $ 183,934,736   $183,780,220   $ 65,579,865   $  60,170,732   $ 55,076,049

Additions during period:
Improvements                             974,534       1,840,217        611,266
Depreciation expense                                                                 5,467,472       5,454,743      5,550,233
Deductions during period:

Dispositions                              (3,407)       (109,543)      (456,750)        (3,407)        (45,610)      (455,550)
                                    ------------   =------------   ------------   ------------   -------------   ------------

Balance at close of period          $186,636,537   $ 185,665,410   $183,934,736   $ 71,043,930   $  65,579,865   $ 60,170,732
                                    ============   =============   ============   ============   =============   ============
</TABLE>


At the time the Local Partnerships were acquired by Independence Tax Credit Plus
L.P., the entire  purchase price paid by  Independence  Tax Credit Plus L.P. was
pushed  down  to the  local  partnerships  as  property  and  equipment  with an
offsetting credit to capital.  Since the projects were in the construction phase
at the time of acquisition,  the capital accounts were insignificant at the time
of purchase.  Therefore,  there are no material differences between the original
cost material differences between the original cost basis for tax and GAAP.


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