[GRAPHIC OMITTED][GRAPHIC OMITTED]

                          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, 2004 and 2003,  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, 2004 and 2003, 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 14, 2005, on our
consideration of the partnership's  internal control,  and reports dated January
14, 2005, on its compliance with specific  requirements  applicable to the major
and nonmajor programs, and specific requirements  applicable to Fair Housing and
Non-Discrimination. The purpose of those reports is to describe the scope of our
testing of internal  control over  financial  reporting and  compliance  and the
results of that testing,  and not to provide an opinion on the internal  control
over financial reporting or on compliance. Those reports are an integral part of
an audit performed in accordance with Government  Auditing  Standards and should
be considered in assessing 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.


 [GRAPHIC OMITTED][GRAPHIC OMITTED]

Madison, Wisconsin
January 14, 2005

<PAGE>

                         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, 2003
and 2002, 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, 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.

In accordance with Government Auditing Standards, we have also issued our report
dated January 14, 2004 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.


 [GRAPHIC OMITTED][GRAPHIC OMITTED]

January 14, 2004


<PAGE>





                         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,
2003 and 2002, 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, 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.

In accordance with Government Auditing Standards, we have also issued our report
dated January 14, 2004 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.

                                            [GRAPHIC OMITTED][GRAPHIC OMITTED]
January 14, 2004


<PAGE>




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


INDEPENDENT AUDITORS' REPORT

We have audited the  accompanying  balance  sheet of Heritage  Estates I Limited
Partnership,  (A Missouri Limited Partnership) HUD Project No. 085-35179-PM (the
"Partnership")  as of December 31, 2004 and 2003, 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 auditing standards  generally accepted
in the United States of America and the standards applicable to financial audits
contained  in 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 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 I Limited
Partnership, as of December 31, 2004 and 2003, 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 U.S.  Government  Auditing  Standards,  we have also issued a
report  dated  January 21,  2005,  on our  consideration  of Heritage  Estates I
Limited Partnership's internal control over financial reporting and on our tests
of its compliance with certain provisions of laws, regulations, contracts, grant
agreements,  and other matters.  The purpose of those reports is to describe the
scope of our testing of internal control over financial reporting and compliance
and the results of that  testing  and not to provide an opinion on the  internal
control over financial reporting or on compliance. 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 audit was  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.


January 21, 2005
St. Louis, Missouri              Certified Public Accountants



<PAGE>





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.  085-35179-PM  (the
"Partnership")  as of December 31, 2004 and 2003, 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 auditing standards generally accepted
in the United States of America and the standards applicable to financial audits
contained  in 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 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 Heritage Estates  Associates
Phase II, as of December  31, 2004 and 2003,  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 U.S.  Government  Auditing  Standards,  we have also issued a
report  dated  January  21,  2005,  on our  consideration  of  Heritage  Estates
Associates Phase II's internal control over financial reporting and on our tests
of its compliance with certain provisions of laws, regulations, contracts, grant
agreements,  and other matters.  The purpose of those reports is to describe the
scope of our testing of internal control over financial reporting and compliance
and the results of that  testing  and not to provide an opinion on the  internal
control over financial reporting or on compliance. 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.


January 21, 2005
St. Louis, Missouri                     Certified Public Accountants


<PAGE>


                           BROWDER & ASSOCIATES, P.C.
                          CERTIFIED 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
   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,  2003,  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,
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.

In accordance with Government  Auditing  Standards,  we have also issued reports
dated January 21, 2004 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                      Federal Employer Identification Number:
January 21, 2004                                                      63-0986156

Audit Principal:  E.O. Browder, Jr.



<PAGE>



                          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,  2004 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,  2004,  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 February 7, 2005 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 grant agreements and other matters. The purpose of that report is
to  describe  the  scope of our  testing  of  internal  control  over  financial
reporting and compliance and the results of that testing,  and not to provide an
opinion on the internal control over financial reporting or on compliance.  That
report is an integral part of an audit  performed in accordance  with Government
Auditing  Standards  and should be  considered  in assessing  the results of our
audit.



<PAGE>



     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
Error! Bookmark not defined.  through 25 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 Group, P.C.


Bethesda, Maryland
February 7, 2005


<PAGE>


                          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,  2003 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,  2003,  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 29, 2004 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.



<PAGE>



     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
January 29, 2004


<PAGE>


INDEPENDENT AUDITORS' REPORT

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

We have  audited the  accompanying  balance  sheet of Villa  Mirage I (A Limited
Partnership).  California Housing Finance Agency Development Number X3-12-S,  as
of December 31,  2004,  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 hat 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  arid  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-l2-S as of
December 31, 2004, 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  11, 2005 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.

Vienna, Virginia
January 11, 2005

Lead Auditor: Robert Kozak                                      EIN: 54-1639552





<PAGE>


                          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,  2003,  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,  2003,  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  14, 2004 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 14, 2004

Lead Auditor:  Robert Kozak                                    EIN:  54-1639552


<PAGE>


[GRAPHIC OMITTED][GRAPHIC OMITTED]

                          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, 2004 and 2003, 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, 2004 and 2003,  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 14, 2005, on our
consideration of the partnership's  internal control,  and reports dated January
14,  2005,  on its  compliance  with  specific  requirements  applicable  to the
nonmajor  programs,  and specific  requirements  applicable  to Fair Housing and
Non-Discrimination. The purpose of those reports is to describe the scope of our
testing of internal  control over  financial  reporting and  compliance  and the
results of that testing,  and not to provide an opinion on the internal  control
over financial reporting or on compliance. 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.

                                            [GRAPHIC OMITTED][GRAPHIC OMITTED]


Madison, Wisconsin
January 14, 2005


<PAGE>


[GRAPHIC OMITTED][GRAPHIC OMITTED]

                          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, 2004 and 2003,  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, 2004 and 2003, 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 14, 2005, on our
consideration of the partnership's  internal control,  and reports dated January
14,  2005,  on its  compliance  with  specific  requirements  applicable  to the
nonmajor  programs,  and specific  requirements  applicable  to Fair Housing and
Non-Discrimination. The purpose of those reports is to describe the scope of our
testing of internal  control over  financial  reporting and  compliance  and the
results of that testing,  and not to provide an opinion on the internal  control
over financial reporting or on compliance. 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.


                                 [GRAPHIC OMITTED][GRAPHIC OMITTED]

Madison, Wisconsin
January 14, 2005

                          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, 2003,  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, 2003, 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 16, 2004


<PAGE>


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 29, 2003 and
December 31, 2002, and the related  statements of income,  partners'  equity and
cash flows for the period ended  December  29, 2003 and the year ended  December
31, 2002, respectively. 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 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 Walsh Park  Associates as of
December  29, 2003 and December  31,  2002,  and the results of its  operations,
changes in  partners'  equity and cash flows for the period  ended  December 29,
2003 and the year ended  December 31, 2002,  respectively,  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 14, 2004 on our  consideration of Walsh Park Associates'  internal
control and reports  dated  January 14,  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  material
shown on Pages 19 through 24 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 14, 2004