ABDO, EICK &MEYERS, LLP Grandview Square
5201 Eden Avenue, Suite 370
Edina, Minnesota 55436
952-835-9090

INDEPENDENT
AUDITORS REPORT

To the Partners
Arboretum Villages Limited Partnership
Minneapolis, Minnesota

We have audited the accompanying
balance sheets of Arboretum Villages Limited Partnership (the Partnership), a Minnesota
limited partnership, as of December 31, 2002 and 2001 and the related statements of
operations, changes in partners 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 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 the Partnership as of December 31, 2002 and 2001, and the results of its
operations, changes in partners deficit and 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 financial statements taken as a whole. The supplemental
information included in the report (shown on pages 10-13) is presented for the purposes of
additional analysis and is not a required part of the basic financial statements of the
Partnership. Such information has been subjected to the auditing procedures applied in the
audit of the basic financial statements and, in our opinion, is fairly stated in all
material respects in relation to the financial statements taken as a whole.

ABDO, EICK & MEYERS,LLP
Certified Public Accountants

January 13, 2003
Minneapolis,Minnesota



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INDEPENDENT
AUDITORS REPORT

To the Partners
Bartley Manor Limited Partnership
Middleton, Wisconsin

We have audited the accompanying
balance sheets of Bartley Manor Limited Partnership as of December 31, 2002 and 2001, and
the related statements of income and partners capital 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 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 Bartley Manor Limited Partnership as of December 31, 2002 and 2001, 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.

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 15, 2003, on our consideration of the partnerships internal control, and
reports dated January 15, 2003, on its compliance with specific requirements applicable to
the major and nonmajor 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
supplemental information provided, as identified in the table of contents, 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.

|                   | Virchow, Krause & Company, LLP
|------------------ | ------------------------------
|Madison, Wisconsin |                               
|January 15, 2003   |                               

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|Ten Terrace Court o PO Box 7398 o Madison, WI 53707-7398 o Tel 608.249.6622 o Fax 608.249.8532
o www.virchowkrause.comVirchow, Krause & Company, LLP
Certified Public Accountants & Consultants o An Independent Member of Baker Tilley International
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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Jansen, Furgason & Valk, PC
555 W. Crosstown Parkway, Suite 101
Kalamazoo, MI 49008

REPORT OF INDEPENDENT
AUDITORS

To the Partners
Briar Crest Apartments I

We have audited the accompanying
balance sheets of Briar Crest Apartments I, FHA Project No. 047-44061 LDP/SUP (a limited
partnership) as of December 31, 2002 and 2001, 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 project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 Briar Crest Apartments I as of December 31, 2002 and 2001, and the results of
its operations and its cash flows for the years then ended in conformity with accounting
principles generally accepted in the United States of America.

In accordance with Government
Auditing Standards, we have also issued our report dated January 15, 2003 on our
consideration of the projects internal control 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.

The accompanying supplementary
information is presented for the purpose of additional analysis and is not a required part
of the basic financial statements of Briar Crest Apartments I. 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 financial statements taken as a whole.

Jansen Furgason and Valk, PC

January 15, 2003



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Jansen, Furgason & Valk, PC
555 W. Crosstown Parkway, Suite 101
Kalamazoo, MI 49008

REPORT OF INDEPENDENT
AUDITORS

To the Partners
Briar Crest Apartments II

We have audited the accompanying
balance sheets of Briar Crest Apartments II, FHA Project No. 047-44087 LDP/SUP (a limited
partnership) as of December 31, 2002 and 2001, 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 project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 Briar Crest Apartments II as of December 31, 2002 and 2001, and the results of
its operations and its cash flows for the years then ended in conformity with accounting
principles generally accepted in the United States of America.

In accordance with Government
Auditing Standards, we have also issued our report dated January 15, 2003 on our
consideration of the projects internal control 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.

The accompanying supplementary
information is presented for the purpose of additional analysis and is not a required part
of the basic financial statements of Briar Crest Apartments II. 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 financial statements taken as a whole.

Jansen Furgason and Valk, PC

January 15, 2003



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Jansen, Furgason & Valk, PC
555 W. Crosstown Parkway, Suite 101
Kalamazoo, MI 49008

REPORT OF INDEPENDENT
AUDITORS

To the Partners
Briar Hills Townhouses

We have audited the accompanying
balance sheets of Briar Hills Townhouses, FHA Project No. 047-44090 LDP/SUP (a limited
partnership) as of December 31, 2002 and 2001, 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 project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 Briar Hills Townhouses as of December 31, 2002 and 2001, and the results of
its operations and its cash flows for the years then ended in conformity with accounting
principles generally accepted in the United States of America.

In accordance with Government
Auditing Standards, we have also issued our report dated January 15, 2003 on our
consideration of the projects internal control 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.

The accompanying supplementary
information is presented for the purpose of additional analysis and is not a required part
of the basic financial statements of Briar Hills Townhouses. 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 financial statements taken as a whole.

Jansen Furgason and Valk, PC

January 15, 2003



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Mueller, Prost, Purk & Willbrand
1304 Brentwood Blvd., Suite 1700
St. Louis, MO 63117
314-862-2070

To the Partners
Heritage Estates I Limited Partnership
St. Louis, Missouri

# INDEPENDENT AUDITORS REPORT

We have audited the accompanying balance
sheets of Heritage Estates I Limited Partnership, (A Missouri Limited Partnership)
HUD Project No. 085-35179-PM (the Partnership) as of December 31, 2002
and 2001, and the related statements of profit and loss, 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 audit.

We conducted our audits in accordance
with U.S. generally accepted auditing standards and U.S.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 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 Heritage Estates I Limited Partnership, as of December 31, 2002
and 2001, and the results of its operations, changes in partners capital and cash
flows for the year then ended in conformity with U.S. generally accepted accounting
principles.

In accordance with U.S. 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 16, 2003, on our consideration of Heritage Estates I Limited
Partnerships internal control and on our tests of its compliance with certain
provisions of laws, regulations, contracts, and grants. Those reports are an integral part
of an audit performed in accordance with U.S. 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 data as listed in the accompanying table of contents is
presented for purposes of additional analysis and is not a required part of the basic
financial statements of the Partnership. Such information has been subjected to the
auditing procedures applied in the audit of the basic financial statements and, in our
opinion, is fairly stated, in all material respects, in relation to the basic financial
statements taken as a whole.

Mueller, Prost, Purk
& Willbrand, Certified Public Accountants

January 16, 2003
St. Louis, MO



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Mueller, Prost, Purk & Willbrand
1304 Brentwood Blvd., Suite 1700
St. Louis, MO 63117
314-862-2070

To the Partners
Heritage Estates Associates Phase II
St. Louis, Missouri

# INDEPENDENT AUDITORS REPORT

We have audited the accompanying balance
sheets of Heritage Estates Associates Phase II, (A Missouri Limited Partnership)
HUD Project No. 085-35193-PM (the Partnership) as of December 31, 2002
and 2001, and the related statements of profit and loss, 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 audit.

We conducted our audit in accordance
with U.S. generally accepted auditing standards and U.S.Government Auditing
Standards, issued by the Comptroller General of the United States. Those standards
require that we plan and perform the audits to obtain reasonable assurance about whether
the financial statements are free of material misstatement. 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 Heritage Estates Associates Phase II, as of December 31, 2002 and
2001, and the results of its operations, changes in partners capital and cash flows
for the years then ended in conformity with U.S. generally accepted accounting principles.

In accordance with U.S. 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 16, 2003, on our consideration of Heritage Estates Associates
Phase IIs internal control and on our tests of its compliance with certain
provisions of laws, regulations, contracts, and grants. Those reports are an integral part
of an audit performed in accordance with U.S. Government Auditing Standards and
should be read in conjunction with this report in considering the results of our audits.

Our audits were conducted for the
purpose of forming an opinion on the basic financial statements taken as a whole. The
accompanying supplemental data as listed in the accompanying table of contents is
presented for purposes of additional analysis and is not a required part of the basic
financial statements of the Partnership. Such information has been subjected to the
auditing procedures applied in the audit of the basic financial statements and, in our
opinion, is fairly stated, in all material respects, in relation to the basic financial
statements taken as a whole.

Mueller, Prost, Purk
& Willbrand, Certified Public Accountants

January 16, 2003
St. Louis, MO



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BROWDER & ASSOCIATES, P.C.CERTIFED PUBLIC ACCOUNTANTS
2320 HIGHLAND AVENUE SOUTH, SUITE 290
BIRMINGHAM, ALABAMA 35205-2900

_________________

TELEPHONE (205) 933-6855
FACSIMILE (205) 930-9486

Member of:
    Alabama Society of CPAs
    American Institute of CPAs
    Private Companies Practice Section
    SEC Practice Section

Independent
Auditors Report

To the owners of Highland Manor

We have audited the accompanying
balance sheet of Highland Manor, Project No. 062-35147-PM-EC-WAH, as of December 31, 2002,
and the related statements of profit and loss, changes in owners equity, and cash
flows for the year then ended. These financial statements are the responsibility of
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 the Project as of December 31, 2002 and the results of its operations and its
cash flows for the year then ended in conformity with accounting principles generally
accepted in the United States of America.

In accordance with Government
Auditing Standards,we have also issued reports dated January 24, 2003 on our
consideration of the Projects internal controls and on out tests of its compliance
with certain laws, regulations, contracts, and grants. 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 conducted for the
purpose of forming an opinion on the financial statements taken as a whole. The
supplementary information included in the report is presented for the purpose 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
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.

Browder & Associates,
                                                           P.C.

|                                   | 
|---------------------------------- | 
|Birmingham, Alabama                | 
|January 24, 2003                   | 
|Audit Principal:  E.O. Browder, Jr | 



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BROWDER & ASSOCIATES, P.C.CERTIFED PUBLIC ACCOUNTANTS
2320 HIGHLAND AVENUE SOUTH, SUITE 290
BIRMINGHAM, ALABAMA 35205-2900

_________________

TELEPHONE (205) 933-6855
FACSIMILE (205) 930-9486

Member of:
    Alabama Society of CPAs
    American Institute of CPAs
    Private Companies Practice Section
    SEC Practice Section

Independent
Auditors Report

|                                 | 
|-------------------------------- | 
|To the Partners ofHighland Manor | 
|Birmingham, Alabama              | 

We have audited the accompanying
balance sheet of Highland Manor (the Project), Project No. 062-35147-PM-EC-WAH, as of
December 31, 2001, and the related statements of profit and loss, changes in owners
equity, and cash flows for the year then ended. These financial statements are the
responsibility of the Projects management. Our responsibility is to express an
opinion on these financial statements based on our audit.

We conducted our audit in accordance
with U.S. generally accepted auditing standards 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 audit provides a reasonable basis for our opinion.

In our opinion, the financial
statements referred to above present fairly, in all material respects, the financial
position of the Project as of December 31, 2001 and the results of its operations, changes
in owners equity and cash flows for the year then ended in conformity with U.S.
generally accepted accounting principles.

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 9, 2002 on our consideration of the Projects internal
controls and reports dated January 9, 2002 on its compliance with laws and regulations
applicable to the basic financial statements, and specific requirements applicable to the
nonmajor HUD program.and specific requirements applicable to the nonmajor HUD program.and
specific requirements applicable to the nonmajor HUD program.Error! Reference source
not found. 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 conducted for the
purpose of forming an opinion on the financial statements taken as a whole. The
supplemental information included in the report is presented for the purpose 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 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.

Browder & Associates,
                                                           P.C.

|                                   | 
|---------------------------------- | 
|Birmingham, Alabama                | 
|January 24, 2003                   | 
|Audit Principal:  E.O. Browder, Jr | 



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Jansen, Furgason & Valk, PC
555 W. Crosstown Parkway, Suite 101
Kalamazoo, MI 49008

REPORT OF INDEPENDENT
AUDITORS

To the Partners
Indian Hills Townhouses

We have audited the accompanying
balance sheets of Indian Hills Townhouses, FHA Project No. 047-44097 LDP/SUP (a limited
partnership) as of December 31, 2002 and 2001, 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 project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 Indian Hills Townhouses as of December 31, 2002 and 2001, and the results of
its operations and its cash flows for the years then ended in conformity with accounting
principles generally accepted in the United States of America.

In accordance with Government
Auditing Standards, we have also issued our report dated January 15, 2003 on our
consideration of the projects internal control 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.

The accompanying supplementary
information is presented for the purpose of additional analysis and is not a required part
of the basic financial statements of Indian Hills Townhouses. 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 financial statements taken as a whole.

Jansen Furgason and Valk PC

January 15, 2003



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BROWDER & ASSOCIATES, P.C.CERTIFED PUBLIC ACCOUNTANTS
2320 HIGHLAND AVENUE SOUTH, SUITE 290
BIRMINGHAM, ALABAMA 35205-2900

_________________

TELEPHONE (205) 933-6855
FACSIMILE (205) 930-9486

Member of:
    Alabama Society of CPAs
    American Institute of CPAs
    Private Companies Practice Section
    SEC Practice Section

Independent
Auditors Report

|                                      | 
|------------------------------------- | 
|To the Partners ofLakewood Apartments | 
|Eufaula, Alabama                      | 

We have audited the accompanying
balance sheet of Lakewood Apartments (the Project), Project No. 01-03-1331968, as of
December 31, 2002 and 2001, 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 Projects management. Our responsibility is to express
an opinion on these financial statements based on our audit.

We conducted our audit in accordance
with U.S. generally accepted auditing standards and Government Auditing Standards
issued by the Comptroller General of the United States, and the U. S. Department of
Agriculture, Farmers Home Administration Audit Program. 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 the Project as of December 31, 2002 and 2001, and the results of its
operations, changes in partners equity 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 reports dated January 10, 2003 on our
consideration of the Projects internal controls and on its compliance with laws and
regulations applicable to the basic financial statements. Those reports are an integral
part of an audit performed in accordance with Government Auditing Standardsand
should be read in conjunction with this report in considering the results of our audit.

Our audit was conducted for the
purpose of forming an opinion on the financial statements taken as a whole. The
supplemental information included in the report are presented for the purpose of
additional analysis and are not a required part of the basic financial statements of the
Project. 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.

Browder & Associates,
P.C.

|                                   | 
|---------------------------------- | 
|Birmingham, Alabama                | 
|January 10, 2003                   | 
|Audit Principal:  E.O. Browder, Jr | 



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INDEPENDENT
AUDITORS REPORT

To the Partners
Meadowlanes-II Associates Limited
   Dividend Housing Association

We
have audited the accompanying balance sheet of Meadowlanes-II Associates Limited Dividend
Housing Association (A Michigan Limited Partnership), MSHDA Development No. 38, as of
December 31, 2002 and the related statements of income, partners equity and cash
flows for the year then ended. These financial statements are the responsibility of the
partnerships management. Our responsibility is to express an opinion on these
financial statements based on our audit.

We
conducted our audit in accordance with auditing standards generally accepted in the United
States of America 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, such financial statements referred to above present fairly, in all material
respects, the financial position of Meadowlanes-II Associates Limited Dividend Housing
Association (A Michigan Limited Partnership) at December 31, 2002, and the results of its
operations, changes in partners equity 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
our report dated January 20, 2003 on our consideration of Meadowlanes-II Associates
Limited Dividend Housing Associations 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 21 through 24 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.

REZNICK FEDDER AND SILVERMAN

Bethesda, Maryland
January 20, 2003



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INDEPENDENT
AUDITORS REPORT

To the Partners
Meadowlanes-II Associates Limited
   Dividend Housing Association

We
have audited the accompanying balance sheet of Meadowlanes-II Associates Limited Dividend
Housing Association (A Michigan Limited Partnership), MSHDA Development No. 38, as of
December 31, 2001 and the related statements of profit and loss, partners equity and
cash flows for the year then ended. These financial statements are the responsibility of
the partnerships management. Our responsibility is to express an opinion on these
financial statements based on our audit.

We
conducted our audit in accordance with auditing standards generally accepted in the United
States of America 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 audit
provides a reasonable basis for our opinion.

In
our opinion, such financial statements referred to above present fairly, in all material
respects, the financial position of Meadowlanes-II Associates Limited Dividend Housing
Association (A Michigan Limited Partnership) at December 31, 2001, and the results of its
operations, changes in partners equity 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, 2002 on our consideration of Meadowlanes-II Associates Limited
Dividend Housing Associations internal control and a report dated January 22, 2002
on its compliance with laws and regulations applicable to the financial statements. 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 20 through 23 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.

REZNICK FEDDER AND SILVERMAN

Bethesda, Maryland
January 22, 2002



---

|Suby, Von Haden &Associates, S.C.         |                    
|----------------------------------------- | -------------------
|1221 John Q. Hammonds Drive, PO Box 44966 | (608) 831-8181     
|Madison, WI 53744-4966                    | fax: (608) 831-4243

# INDEPENDENT
AUDITORS REPORT

To the Partners
Pebble Valley Housing Partners Limited Partnership
Madison, Wisconsin

We have audited the accompanying
balance sheets of HUD Project No. 075-35310-PM/L8 of Pebble Valley Housing Partners
Limited Partnership as of December 31, 2002 and 2001, and the related statements of
loss, partners 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 the Government Auditing Standards,
issued by the Comptroller General of the United States. Those standards require that we
plan and perform the audits to obtain reasonable assurance about whether the financial
statements are free of material misstatement. 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 Pebble Valley Housing Partners Limited Partnership as of December 31,
2002 and 2001, and the results of its operations, changes in partners 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 dated January 16, 2003, on our
consideration of Pebble Valley Housing Partners Limited Partnerships internal
control and on our tests of its compliance with certain provisions of laws, regulations,
contracts, and grants: 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.

January 16, 2003

Audit firm: Suby, Von Haden &Associates, S.C.
Lead auditor: Glen E. Weyenberg, CPA
Title: Principal
ID #39-1203191
E-mail: weyenbergg@sva.com



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ELKO & ASSOCIATES, LTD.
2 WEST BALTIMORE AVENUE, SUITE 210
MEDIA, PA 19063
(610) 565-3930

INDEPENDENT
AUDITORS REPORT

Victorian Towers Associates
Camden, New Jersey

We
have audited the accompanying balance sheets of Victorian Towers Associates (a limited
partnership) as of December 31, 2002 and 2001, and the related statements of operations,
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 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 Victorian Towers Associates as of December 31, 2002
and 2001, and the results of its operations and its cash flows for the years then ended in
conformity with accounting principles generally accepted in the United States of America.

In
accordance with Government Auditing Standards, we have also issued reports dated
January 24, 2003 on our consideration of Victorian Towers Associates internal
control and on our tests of its compliance with certain provisions of laws, regulations,
contracts, and grants. 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 supplemental information listed in the Table of Contents
is presented for purposes of additional analysis and is not a required part of the basic
financial statements. This supplemental information is the responsibility of the
Partnerships management. Such information has been subjected to the auditing
procedures applied in our 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.

by: /s/ Elko & Associates Ltd.

January 24, 2003



---

REITBERGER, POLLEKOFF AND KOZAK, P.C.
Certified Public Accountants
8133 Leesburg Pike, Suite 550
Vienna, VA 22182

# INDEPENDENT
AUDITORS REPORT

To the Partners
VILLA MIRAGE I
(A Limited Partnership)
San Bernardino, California

We have audited the accompanying
balance sheet of Villa Mirage I (A Limited Partnership), California Housing Finance Agency
Development Number 83-12-S, as of December 31, 2002, and the related statements of
operations, changes in partners 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
Government Auditing Standards, issued by the Comptroller General of the United
States. Those standards require that we plan and perform the audits to obtain reasonable
assurance about whether the financial statements are free of material misstatement. 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 Villa Mirage I (A Limited Partnership), California Housing Finance Agency
Development Number 83-12-S as of December 31, 2002, and the results of its operations and
the 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.

In accordance with Government
Auditing Standards, we have also issued reports dated January 9, 2003 on our
consideration of Village Mirage Is internal control structure and on its compliance
with specific requirements applicable to major HUD programs, affirmative fair housing, and
laws and regulations applicable to the financial statements. Those reports are an integral
part of the audit performed in accordance with Government Auditing Standards and
should be read in conjunction with this report in considering the results of our audit.

Reitberger, Pollekoff, and Kozak, P.C.
Vienna, Virginia
January 9, 2003

|                            |  | 
|--------------------------- |  | 
|Lead Auditor:  Robert Kozak |  | 



---

REITBERGER, POLLEKOFF AND KOZAK, P.C.
Certified Public Accountants
8133 Leesburg Pike, Suite 550
Vienna, VA 22182

# INDEPENDENT
AUDITORS REPORT

To the Partners
VILLA MIRAGE I
(A Limited Partnership)
San Bernardino, California

We have audited the accompanying
balance sheet of Villa Mirage I (A Limited Partnership), California Housing Finance Agency
Development Number 83-12-S, as of December 31, 2001, and the related statements of
operations, changes in partners 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
Government Auditing Standards, issued by the Comptroller General of the United
States. Those standards require that we plan and perform the audits to obtain reasonable
assurance about whether the financial statements are free of material misstatement. 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 Villa Mirage I (A Limited Partnership), California Housing Finance Agency
Development Number 83-12-S as of December 31, 2001, and the results of its operations and
the 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.

In accordance with Government
Auditing Standards, we have also issued reports dated January 16, 2002 on our
consideration of Village Mirage Is internal control structure and on its compliance
with specific requirements applicable to major HUD programs, affirmative fair housing, and
laws and regulations applicable to the financial statements.

Reitberger, Pollekoff,
and Kozak, P.C.
Vienna, Virginia
January 16, 2002

|                            |  | 
|--------------------------- |  | 
|Lead Auditor:  Robert Kozak |  | 



---

REITBERGER, POLLEKOFF AND KOZAK, P.C.
Certified Public Accountants
8133 Leesburg Pike, Suite 550
Vienna, VA 22182

# INDEPENDENT
AUDITORS REPORT

To the Partners
VILLA MIRAGE II (A Limited Partnership)
San Bernardino, California

We have audited the accompanying
balance sheet of Villa Mirage II (A Limited Partnership), California Housing Finance
Agency Development Number 81-26-S, as of December 31, 2002, and the related statements of
operations, changes in partners 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
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 Villa Mirage II (A Limited Partnership) as of December 31, 2002, and the
results of its operations, 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.

In accordance with Government
Auditing Standards, we have issued reports dated January 9, 2003 on our consideration
of Villa Mirage IIs internal control structure and on its compliance with specific
requirements applicable to major HUD programs, affirmative fair housing, and laws and
regulations applicable to the financial statements. Those reports are an integral part of
the audit performed in accordance with Government Auditing Standards and should be
read in conjunction with this report in considering the results of our audit.

Reitberger, Pollekoff,
and Kozak, P.C.
Vienna, Virginia
January 9, 2003

|                            |  | 
|--------------------------- |  | 
|Lead Auditor:  Robert Kozak |  | 



---

REITBERGER, POLLEKOFF AND KOZAK, P.C.
Certified Public Accountants
8133 Leesburg Pike, Suite 550
Vienna, VA 22182

# INDEPENDENT
AUDITORS REPORT

To the Partners
VILLA MIRAGE II (A Limited Partnership)
San Bernardino, California

We have audited the accompanying
balance sheet of Villa Mirage II (A Limited Partnership), California Housing Finance
Agency Development Number 81-26-S, as of December 31, 2001, and the related statements of
operations, changes in partners 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
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 Villa Mirage II (A Limited Partnership) as of December 31, 2001, and the
results of its operations, 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.

In accordance with Government
Auditing Standards, we have issued reports dated January 16, 2002 on our consideration
of Villa Mirage IIs internal control structure and on its compliance with specific
requirements applicable to major HUD programs, affirmative fair housing, and laws and
regulations applicable to the financial statements.

Reitberger, Pollekoff,
and Kozak, P.C.
Vienna, Virginia
January 16, 2002

|                            |  | 
|--------------------------- |  | 
|Lead Auditor:  Robert Kozak |  | 



---

INDEPENDENT
AUDITORS REPORT

To the Partners
Village Green of Wisconsin Limited Partnership
Middleton, Wisconsin

We have audited the accompanying
balance sheets of Village Green of Wisconsin Limited Partnership as of December 31, 2002
and 2001, and the related statements of operations and partners capital 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 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 Village Green of Wisconsin Limited Partnership as of December 31, 2002 and
2001, 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.

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 15, 2003, on our consideration of the partnerships internal control, and
reports dated January 15, 2003, on its compliance with specific requirements applicable to
the major and nonmajor 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
supplemental information provided, as identified in the table of contents, 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.

|                   | Virchow, Krause & Company, LLP
|------------------ | ------------------------------
|Madison, Wisconsin |                               
|January 15, 2003   |                               

---

|Ten Terrace Court o PO Box 7398 o Madison, WI 53707-7398 o Tel 608.249.6622 o Fax 608.249.8532
o www.virchowkrause.comVirchow, Krause & Company, LLP
Certified Public Accountants & Consultants o An Independent Member of Baker Tilley International
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



---

INDEPENDENT
AUDITORS REPORT

To the Partners
Village Square Limited Partnership
Middleton, Wisconsin

We have audited the accompanying
balance sheets of Village Square Limited Partnership as of December 31, 2002 and 2001, and
the related statements of operations and partners capital 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 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 Village Square Limited Partnership as of December 31, 2002 and 2001, 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.

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 15, 2003, on our consideration of the partnerships internal control, and
reports dated January 15, 2003, on its compliance with specific requirements applicable to
the major and nonmajor 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
supplemental information provided, as identified in the table of contents, 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.

|                   | Virchow, Krause & Company, LLP
|------------------ | ------------------------------
|Madison, Wisconsin |                               
|January 15, 2003   |                               

---

|Ten Terrace Court o PO Box 7398 o Madison, WI 53707-7398 o Tel 608.249.6622 o Fax 608.249.8532
o www.virchowkrause.comVirchow, Krause & Company, LLP
Certified Public Accountants & Consultants o An Independent Member of Baker Tilley International
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



---

REITBERGER, POLLEKOFF AND KOZAK, P.C.
Certified Public Accountants
8133 Leesburg Pike, Suite 550
Vienna, VA 22182

# INDEPENDENT
AUDITORS REPORT

To the Partners
Village Squire Apartments

We have audited the accompanying
balance sheet of Village Squire Apartments (a general partnership) as of December 31,
2002, and the related statements of profit and loss (on HUD Form No. 92410), changes in
partners deficit, and cash flows for the year then ended. These financial statements
are the responsibility of the partnerships 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 Village Squire Apartments as of December 31, 2002, and the results of its
operations, the 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.

Our audit was conducted for the
purpose of forming an opinion on the basic financial statements taken as a whole. The
supplemental information included on pages 15 and 17 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.

Reitberger, Pollekoff, and Kozak, P.C.
Vienna, Virginia
January 29, 2003



---

REITBERGER, POLLEKOFF AND KOZAK, P.C.
Certified Public Accountants
8133 Leesburg Pike, Suite 550
Vienna, VA 22182

# INDEPENDENT
AUDITORS REPORT

To the Partners
Village Squire Apartments

We have audited the accompanying
balance sheet of Village Squire Apartments (a general partnership) as of December 31,
2001, and the related statements of profit and loss (on HUD Form No. 92410), changes in
partners deficit, and cash flows for the year then ended. These financial statements
are the responsibility of the partnerships 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 Village Squire Apartments as of December 31, 2001, and the results of its
operations, the 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.

Our audit was conducted for the
purpose of forming an opinion on the basic financial statements taken as a whole. The
supplemental information included on pages 15 and 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 basic financial statements taken as a whole.

Reitberger, Pollekoff, and Kozak, P.C.
Vienna, Virginia
January 18, 2002



---

REITBERGER, POLLEKOFF AND KOZAK, P.C.
Certified Public Accountants
8133 Leesburg Pike, Suite 550
Vienna, VA 22182

# INDEPENDENT
AUDITORS REPORT

To the Partners
Village Squire Apartments No. 3

We have audited the accompanying
balance sheet of Village Squire Apartments No. 3 (a general partnership) as of December
31, 2002, and the related statements of profit and loss (on HUD Form No. 92410), changes
in partners deficit, and cash flows for the year then ended. These financial
statements are the responsibility of the partnerships 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 Village Squire Apartments No. 3 of December 31, 2002, and the results of its
operations, the 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.

Our audit was conducted for the
purpose of forming an opinion on the basic financial statements taken as a whole. The
supplemental information included on pages 14 through 16 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 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.

Reitberger, Pollekoff, and Kozak, P.C.
Vienna, Virginia
January 16, 2003



---

REITBERGER, POLLEKOFF AND KOZAK, P.C.
Certified Public Accountants
8133 Leesburg Pike, Suite 550
Vienna, VA 22182

# INDEPENDENT
AUDITORS REPORT

To the Partners
Village Squire Apartments No. 3

We have audited the accompanying
balance sheet of Village Squire Apartments No. 3 (a general partnership) as of December
31, 2001, and the related statements of profit and loss (on HUD Form No. 92410), changes
in partners deficit, and cash flows for the year then ended. These financial
statements are the responsibility of the partnerships 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 Village Squire Apartments No. 3 of December 31, 2001, and the results of its
operations, the 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.

Our audit was conducted for the
purpose of forming an opinion on the basic financial statements taken as a whole. The
supplemental information included on pages 14 through 17 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 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.

Reitberger, Pollekoff, and Kozak, P.C.
Vienna, Virginia
January 18, 2002



---

# Independent Auditors Report

To the Partners
Walsh Park Associates
Chicago, Illinois

We have audited the accompanying
balance sheets of Walsh Park Associates (a Limited Partnership) (IHDA Development No.
ML-176) as of December 31, 2002 and 2001, 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 audits in accordance
with auditing standards generally accepted in the 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 Walsh Park Associates as of December 31, 2002 and 2001, 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.

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, Office of the Inspector
General, we have also issued a report dated January 16, 2003 on our consideration of Walsh
Park Associates internal control and reports dated January 16, 2003 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.



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Our audits were conducted for the
purpose of forming an opinion on the basic financial statements taken as a whole. The
accompanying supplemental material shown on Pages 20 through 25 is presented for purposes
of additional analysis and is not a required part of the basic financial statements of
Walsh Park Associates. 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/BDO Seidman, LLP

Certified Public
Accountants

Chicago, Illinois
January 16, 2003



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# Independent
Accountants Report on Financial Statements

# The Partners
Windham Associates
Lafayette, California

We have audited the accompanying
balance sheets of the Windham Associates (CHFA Project No. 83-39-N), a California limited
partnership, as of December 31, 2002 and 2001 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 Windham Associates management. Our
responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audits in accordance
with generally accepted auditing standards 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 audit provides a reasonable basis for our opinion.

In our opinion, the financial
statements referred to above present fairly, in all material respects, the financial
position of the Windham Associates as of December 31, 2002 and 2001, and the results of
its operations and the changes in partners capital and its cash flows for the years
then ended in conformity with accounting principles generally accepted in the United
States of America.

Danville, CaliforniaFebruary 12, 2003

REGALIA AND ASSOCIATES. CPA'S. A PROFESSIONAL CORPORATION
WWW.MRCPA.COM