**SECURITIES AND EXCHANGECOMMISSION**

**Washington,D.C. 20549**

 

**FORM 10-K**

 

**x****        ANNUALREPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

 

**For thefiscal year ended March 31, 2008 or**

 

**o****        TRANSITIONREPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

 

**For thetransition period from              to              **

 

**Commissionfile number  0-19443**

 

**BOSTONCAPITAL TAX CREDIT FUND II LIMITED PARTNERSHIP**

(Exact name ofregistrant as specified in its charter)

 

| **Delaware**                                                  | ** ** | **04-3066791**          |
|---------------------------------------------------------------|------------|-------------------------|
| **(State or other jurisdiction**                              | ** ** | **(I.R.S. Employer**    |
| **of incorporation or organization)**                         | ** ** | **Identification No.)** |
| ** **                                                    | ** ** | ** **              |
| **One  Boston Place, Suite 2100, Boston, Massachusetts** | ** ** | **02108**               |
| **(Address of principal executive offices)**                  | ** ** | **(Zip Code)**          |

** **

**Registrant’s telephone number, including area code**(617)624-8900

** **

Securitiesregistered pursuant to Section 12(b) of the Act:

Titleof each class - Name of each exchange on which registered

 

**None**

Securitiesregistered pursuant to Section 12(g) of the Act:

 

Titleof class

**None**

 

Indicateby check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405of the Securities Act.

 

| Yes  o |   | No  x |
|--------|--------|-------|

 

Indicateby check mark if the Registrant is not required to file reports pursuant to Section 13or Section 15(d) of the Act.

 

| Yes  o |   | No  x |
|--------|--------|-------|

 

Indicateby check mark whether the registrant (1) has filed all reports required tobe filed by Section 13 or 15(d) of the Securities Exchange Act of1934 during the preceding 12 months (or for such shorter period that theregistrant was required to file such reports), and (2) has been subject tosuch filing requirements for the past 90 days.

 

| Yes  x |   | No  o |
|--------|--------|-------|

 

Indicate by check markwhether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, or a smaller reporting company. See definitions of“large accelerated filer,” “accelerated filer,” and “smaller reporting company”in Rule 12b-2 of the Exchange Act. (Check one):

 

| Large accelerated filer  o | Accelerated filer o | Non-accelerated filer o                         | Smaller reporting  company x |
|----------------------------|--------------------------|-------------------------------------------------|-----------------------------------|
|                       |                     | (Do not check if a  smaller  reporting company) |                              |

 

Indicateby check mark whether the registrant is a shell company (as defined in Rule 12b-2of the Exchange Act).

 

| Yes  o |   | No  x |
|--------|--------|-------|

 

 

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## DOCUMENTS INCORPORATEDBY REFERENCE

 

The following documentsof the Partnership are incorporated by reference:

 
| **Form 10-K** | ** ** | ** **   |
|--------------------|------------|--------------|
| **Parts**          | ** ** | **Document** |
|               |       |         |
| Parts I, III  |       | Prospectus   |
| Parts II, IV       |       |         |

 

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BOSTON CAPITAL TAX CREDIT FUND II LIMITED PARTNERSHIP

Form 10-KANNUAL REPORT FOR THE YEAR ENDED MARCH 31, 2008

 

TABLE OF CONTENTS

 
|      | PART I                                                                                                                              |   |   |
|-----------|------------------------------------------------------------------------------------------------------------------------------------------|--------|--------|
|      |                                                                                                                                     |   |   |
| Item 1.   | Business                                                                                                                                 |   |   |
| Item 1A.  | Risk Facotrs                                                                                                                             |   |   |
| Item  1B. | Unresolved Staff Comments                                                                                                                |   |   |
| Item 2.   | Properties                                                                                                                               |   |   |
| Item 3.   | Legal Proceedings                                                                                                                        |   |   |
| Item 4.   | Submission of Matters to a Vote of  Security Holders                                                                                     |   |   |
|      |                                                                                                                                     |   |   |
|      | PART II                                                                                                                             |   |   |
|      |                                                                                                                                     |   |   |
| Item 5.   | Market for the  Fund’s Limited Partnership Interests and Related Partnership Matters and  Issuer Purchases of Partnership Interests |   |   |
| Item 6.   | Selected Financial Data                                                                                                                  |   |   |
| Item 7.   | Management’s Discussion and Analysis of  Financial Condition and Results of Operations                                              |   |   |
| Item 7a.  | Quantitative and Qualitative Disclosure  About Market Risk                                                                               |   |   |
| Item 8.   | Financial Statements and Supplementary  Data                                                                                             |   |   |
| Item 9.   | Changes in and Disagreements with  Accountants on Accounting and Financial Disclosure                                                    |   |   |
| Item 9a.  | Controls and Procedures                                                                                                                  |   |   |
|      |                                                                                                                                     |   |   |
|      | PART III                                                                                                                            |   |   |
|      |                                                                                                                                     |   |   |
| Item 10.  | Directors, Executive Officers and  Corporate Governance of the Fund                                                                      |   |   |
| Item 11.  | Executive Compensation                                                                                                                   |   |   |
| Item 12.  | Security Ownership of Certain Beneficial  Owners and Management                                                                          |   |   |
| Item 13.  | Certain Relationships and Related  Transactions, and Director Independence                                                               |   |   |
| Item 14.  | Principal Accountant Fees and Services                                                                                                   |   |   |
|      |                                                                                                                                     |   |   |
|      | PART IV                                                                                                                             |   |   |
|      |                                                                                                                                     |   |   |
| Item 15.  | Exhibits and Financial Statement  Schedules                                                                                              |   |   |

 

----

 

PART I

 

Item 1.    Business

 

# Organization

 

Boston Capital Tax CreditFund II Limited Partnership (the “Partnership”) is a limited partnership formedunder the Delaware Revised Uniform Limited Partnership Act as of June 28,1989. Effective as of June 1, 2001 there was a restructuring, and as aresult, the Partnership’s general partner was reorganized as follows.  The general partner of the Partnershipcontinues to be Boston Capital Associates II Limited Partnership, a Delawarelimited partnership.  The general partnerof the general partner is BCA Associates Limited Partnership, a Massachusettslimited partnership, whose sole general partner is C&M Management, Inc.,a Massachusetts corporation.  John P.Manning is the principal of Boston Capital Partners, Inc. and C&MManagement Inc. The limited partner of the general partner is CapitalInvestment Holdings, a general partnership whose partners are certain officersand employees of Boston Capital Partners, Inc. and its affiliates. Theassignor limited partner is BCTC II Assignor Corp., a Delaware corporationwhich is now wholly-owned by John P. Manning.

 

The assignor limitedpartner was formed for the purpose of serving in that capacity for thePartnership and will not engage in any other business.  Units of beneficial interest in the limitedpartnership interest of the assignor limited partner have been assigned by theassignor limited partner by means of beneficial assignee certificates (“BACs”)to investors and investors are entitled to all the rights and economic benefitsof a limited partner of the Partnership including rights to a percentage of theincome, gains, losses, deductions, credits and distributions of thePartnership.

 

A Registration Statementon Form S-11 and the related prospectus, as supplemented (the “Prospectus”)was filed with the Securities and Exchange Commission and became effective October 25,1989 in connection with a public offering (“Offering”) in Series 7, 9through 12, and 14.  The Partnershipraised $186,337,517 representing a total of 18,679,738 BACs. The Partnershipcompleted sales of BACs in all Series on January 27, 1992.

 

# Description of Business

 

The Partnership’sprincipal business is to invest as a limited partner in other limitedpartnerships (the “Operating Partnerships”), each of which owns or leases andoperates an apartment complex exclusively or partially for low- andmoderate-income tenants.  Each OperatingPartnership in which the Partnership invested owns apartment complexes that arecompleted, newly constructed, under construction or rehabilitation, or to-beconstructed or rehabilitated, and which are expected to receive GovernmentAssistance.

 

Each apartment complexhas qualified for the low-income housing tax credit under Section 42 ofthe Code (the “Federal Housing Tax Credit”), thereby providing tax benefitsover a period of twelve years in the form of tax credits which investors mayuse to offset income, subject to strict limitations, from other sources. Certainof the apartment complexes also qualified for the historic rehabilitation taxcredit under Section 47 of the Code (the “Rehabilitation Tax Credit”).  The Federal Housing Tax Credit and thegovernment assistance programs are described on pages 67 to 92 of theProspectus, as supplemented, under the caption “Government

 

1

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Assistance Programs,”which is incorporated herein by reference. Section 236 (f) (ii) of the National Housing Act, asamended, in Section 101 of the Housing and Urban Development Act of 1965,as amended, each provide for the making by HUD of rent supplement payments tolow income tenants in properties which receive other forms of federalassistance such as tax credits.  Thepayments for each tenant, which are made directly to the owner of theirproperty, generally are in such amounts as to enable the tenant to pay rent equalto 30% of the adjusted family income. Some of the apartment complexes in which the Partnership has investedare receiving such rent supplements from HUD. HUD has been in the process of converting rent supplement assistance toassistance paid not to the owner of the apartment complex, but directly to theindividuals.  At this time, thePartnership is unable to predict whether Congress will continue rent supplementprograms payable directly to owners of the apartment complex.

 

As of March 31,2008, the Partnership had invested in a total of 190 Operating Partnerships; 3Operating Partnerships on behalf of Series 7, 32 Operating Partnerships onbehalf of Series 9, 22 Operating Partnerships on behalf of Series 10,25 Operating Partnerships on behalf of Series 11, 33 OperatingPartnerships on behalf of Series 12, and 75 Operating Partnerships onbehalf of Series 14. A description of these Operating Partnerships is setforth in Item 2 herein.

 

The business objectivesof the Partnership are to:

 
| (1)    |   | preserve and protect  the Partnership’s capital;                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|--------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| (2)    |   | provide current tax  benefits to investors in the form of (a) Federal Housing Tax Credits and  Rehabilitation Tax Credits, which an investor may apply, subject to certain  strict limitations, against his federal income tax liability from active, portfolio  and passive income, and (b) passive losses which an investor may apply  to offset his passive income (if any);                                                                                                                   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| (3)    |   | provide capital  appreciation (except with respect to the Partnership’s investment in certain  non-profit Operating Partnerships) through increases in value of the  Partnership’s investments and, to the extent applicable, equity buildup  through periodic payments on the mortgage indebtedness with respect to the  apartment complexes;                                                                                                                                                    |
| (4)    |   | provide cash  distributions (except with respect to the Partnership’s investment in certain  non-profit Operating Partnerships) from a capital transaction as to the  Partnership. The Operating Partnerships intend to hold the apartment  complexes for appreciation in value. The Operating Partnerships may sell the  apartment complexes after a period of time if financial conditions in the  future make such sales desirable and if such sales are permitted by  government restrictions; and |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| (5)    |   | provide, on a current  basis and to the extent available, cash distributions from the operations of  the apartment complexes (no significant amount of which is anticipated).                                                                                                                                                                                                                                                                                                                               |

 

2

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The business objectivesand investment policies of the Partnership are described more fully on pages 44to 52 of the Prospectus, as supplemented, under the caption “BusinessObjectives and Investment Policies,” which is incorporated herein by reference.

 

Item 1A. Risk Factors

 

*As used in this Item 1A,references to “we, “us” and “our” mean the Partnership.*

 

*An investment in our BACs and ourinvestments in Operating Partnerships are subject to risks. These risks mayimpact the tax benefits of an investment in our BACs, and the amount ofproceeds available for distribution to our limited partners, if any, onliquidation of our investments.*

 

*In addition to the otherinformation set forth in this report, you should carefully consider thefollowing factors which could materially affect our business, financialcondition or results of operations. The risks described below are not the onlyrisks we face. Additional factors not presently known to us or that wecurrently deem to be immaterial also may materially adversely affect ourbusiness operations.*

 

**The ability of limited partnersto claim tax losses from their investment in us is limited.**

 

The IRS may audit us oran Operating Partnership and challenge the tax treatment of tax items. Theamount of Low Income Housing Tax Credits and tax losses allocable to theinvestors could be reduced if the IRS were successful in such a challenge.  The alternative minimum tax could reduce taxbenefits from an investment in our BACs. Changes in tax laws could also impact the tax benefits from an investmentin our BACs and/or the value of the Operating Partnerships.  Until the Operating Partnerships havecompleted a mandatory fifteen year Low Income Housing Tax Credit complianceperiod, investors are at risk for potential recapture of Low Income Housing TaxCredits that have already been claimed.

 

**The Low Income Housing TaxCredits rules are extremely complicated and noncompliance with these rules mayhave adverse consequences for BAC holders.**

 

Noncompliance withapplicable tax regulations may result in the loss of future Low Income HousingTax Credits and the fractional recapture of Low Income Housing Tax Creditsalready taken. In most cases the annual amount of Low Income Housing TaxCredits that an individual can use is limited to the tax liability due on theperson’s last $25,000 of taxable income. The limited partnerships may be unableto sell the Operating Partnerships at a price which would result in ourrealizing cash distributions or proceeds from the transaction.  Accordingly, we may be unable to distributeany cash to our investors. Low Income Housing Tax Credits may be the onlybenefit from an investment in our BACs.

 

**Poor performance of one housingcomplex, or the real estate market generally, could impair our ability tosatisfy our investment objectives.**

 

Each housing complex issubject to mortgage indebtedness. If an Operating Partnership failed to pay itsmortgage, it could lose its housing complex in foreclosure. If foreclosure wereto occur during the first 15 years of the existence of the Partnership, theloss of any remaining future Low Income Housing Tax Credits, a fractionalrecapture of previously claimed Low Income Housing Tax

 

3

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Credits, and a loss ofour investment in the housing complex would occur.  To the extent the Operating Partnershipsreceive government financing or operating subsidies, they may be subject to oneor more of the following risks:

 

·                  difficulties in obtaining rentincreases;

·                  limitations on cash distributions;

·                  limitations on sales or refinancingof Operating Partnerships;

·                  limitations on transfers of interestsin Operating Partnerships;

·                  limitations on removal of localgeneral partners;

·                  limitations on subsidy programs; and

·                  possible changes in applicableregulations.

 

The value of real estateis subject to risks from fluctuating economic conditions, including employmentrates, inflation, tax, environmental, land use and zoning policies, supply anddemand of similar properties, and neighborhood conditions, among others.

 

**No trading market for the BACsexists or is expected to develop.**

 

There is currently noactive trading market for the BACs. Accordingly, limited partners may be unable to sell their BACs or mayhave to sell BACs at a discount.  Limitedpartners should consider their BACs to be a long-term investment.

 

**Investors may realize taxablegain on sale or disposition of BACs.**

 

Upon the sale or othertaxable disposition of BACs, investors will realize taxable income to theextent that their allocable share of the non-recourse mortgage indebtedness onthe apartment complexes, together with the money they receive from the sale ofthe BACs, is greater than the original cost of their BACs.  This realized taxable income is reduced tothe extent that investors have suspended passive losses or credits.  It is possible that the sale of BACs may notgenerate enough cash to pay the tax obligations arising from the sale.

 

**Investors may have tax liabilityin excess of cash.**

 

Investors eventually maybe allocated profits for tax purposes which exceed any cash distributed tothem.  For this tax liability, theinvestor will have to pay federal income tax without a corresponding cashdistribution.  Similarly, in the event ofa sale or foreclosure of an apartment complex or a sale of BACs, an investormay be allocated taxable income, resulting in tax liability, in excess of anycash distributed to him or her as a result of such event.

 

**Investors may not receive cash ifapartment complexes are sold**.

 

There is no assurancethat investors will receive any cash distributions from the sale or refinancingof an apartment complex.  The price atwhich an apartment complex is sold may not be large enough to pay the mortgageand other expenses which must be paid at such time.  Even if there are net cash proceeds from asale, expenses such as accrued fund management fees and unpaid loans will bededucted pursuant to Section 4.02(a) of the PartnershipAgreement.  If any of these eventshappen, investors will not get all of their investment back, and the onlybenefit from an investment will be the tax credits received.

 

The sale or refinancingof the apartment complexes is dependent upon the following material factors:

 

4

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·                  The necessity of obtaining theconsent of the operating general partners;

·                  The necessity of obtaining theapproval of any governmental agency(ies) providing government assistance to theapartment complex; and

·                  The uncertainty of the market.

 

Any sale may occur wellafter the fifteen-year federal housing tax credit compliance period.

 

**We have insufficient sources ofcash to pay our existing liabilities.**

 

Wecurrently do not have sufficient cash resources to satisfy our financialliabilities.  Furthermore, we do notanticipate that we will have sufficient available cash to pay our futurefinancial liabilities.  Substantially allof our existing liabilities are payable to our general partner and itsaffiliates.  Though the amounts payableto the general partner and its affiliates are contractually currently payable,we do not believe that the general partner or its affiliates will demandimmediate payment of these contractual obligations in the near term; however,there can be no assurance that this will be the case.  We would be materially adversely affected ifthe general partner or its affiliates demanded payment in the near term of ourexisting contractual liabilities or suspended the provision of services to usbecause of our inability to satisfy these obligations.  All monies currently deposited, or that willbe deposited in the future, into the Partnership’s working capital reserves areintended to be utilized to pay our existing and future liabilities.

 

Item 1B.  Unresolved Staff Comments

 

Not applicable.

 

Item 2. Properties

 

The Partnership hasacquired a limited partnership interest in each of the 190 OperatingPartnerships in 6 series identified in the table set forth below.  In each instance the apartment complex ownedby each of the Operating Partnerships is eligible for the Federal Housing TaxCredit. Initial occupancy of a unit in each apartment complex which compliedwith the minimum set-aside test (i.e., initial occupancy by tenants withincomes equal to no more than a certain percentage of area median income) andthe rent restriction test (i.e., gross rent charged tenants does not exceed 30%of the applicable income standards) is referred to hereinafter as “QualifiedOccupancy.”  Each of the OperatingPartnerships and each of the respective apartment complexes are described morefully in the Prospectus or applicable Report on Form 8-K filed during thepast fiscal year.  The general partnerbelieves that there is adequate casualty insurance on the properties.

 

Please refer to Item 7. “Management’sDiscussion and Analysis of Financial Condition and Results of Operations” for amore detailed discussion of operational difficulties experienced by certain ofthe Operating Partnerships.

 

5

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Boston Capital TaxCredit Fund II Limited Partnership - Series 7

 

PROPERTY PROFILESAS OF MARCH 31, 2008

 
| **Property  Name**     | ** ** | **Location**  | ** ** | **Units** | ** ** | **Mortgage  Balance  As of  12/31/07** | ** ** | **Acq  Date** | ** ** | **Const  Comp** | ** ** | **Qualified  Occupancy  3/31/08** | ** ** | **Cap Con  Paid  Thru  3/31/08** | ** ** |
|------------------------|------------|---------------|------------|-----------|------------|---------------------------------------------|------------|---------------|------------|-----------------|------------|-----------------------------------|------------|---------------------------------------|------------|
|                   |       |          |       |      |       |                                        |       |          |       |            |       |                              |       |                                  |       |
| Briarwood  Apartments  |       | Cameron, MO   |       | 24        |       | $                                           | 601,350    |          | 12/89      |            | 12/89      |                              | 100        | %                                     | $          | 157,254 |   |
|                   |       |          |       |      |       |                                        |       |          |       |            |       |                              |       |                                  |       |
| Lebanon  Properties II |       | Lebanon, MO   |       | 24        |       | 555,336                                     |       | 12/89         |       | 7/89            |       | 100                               | %          | 136,440                               |       |
|                   |       |          |       |      |       |                                        |       |          |       |            |       |                              |       |                                  |       |
| Oak  Grove Estates     |       | Oak Grove, MO |       | 20        |       | 466,924                                     |       | 12/89         |       | 9/89            |       | 100                               | %          | 113,188                               |       |
|                        |            |               |            |           |            |                                             |            |               |            |                 |            |                                   |            |                                       |            |  |  |

 

6

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Boston Capital TaxCredit Fund II Limited Partnership - Series 9

 

PROPERTY PROFILESAS OF MARCH 31, 2008

 
| **Property  Name**         | ** ** | **Location**    | ** ** | **Units** | ** ** | **Mortgage  Balance  As of  12/31/07** | ** ** | **Acq  Date** | ** ** | **Const  Comp** | ** ** | **Qualified  Occupancy  3/31/08** | ** ** | **Cap Con  Paid  Thru  3/31/08** | ** ** |
|----------------------------|------------|-----------------|------------|-----------|------------|---------------------------------------------|------------|---------------|------------|-----------------|------------|-----------------------------------|------------|---------------------------------------|------------|
|                       |       |            |       |      |       |                                        |       |          |       |            |       |                              |       |                                  |       |
| Azalea  Village Apartments |       | Crawford, GA    |       | 24        |       | $                                           | 620,549    |          | 5/90       |            | 5/90       |                              | 100        | %                                     | $          | 143,206 |   |
|                       |       |            |       |      |       |                                        |       |          |       |            |       |                              |       |                                  |       |
| Beaver  Brook Commons      |       | Pelham, NH      |       | 24        |       | 1,143,012                                   |       | 4/90          |       | 5/90            |       | 91                                | %          | 290,403                               |       |
|                       |       |            |       |      |       |                                        |       |          |       |            |       |                              |       |                                  |       |
| Big  Lake Seniors          |       | Big Lake, TX    |       | 20        |       | 532,392                                     |       | 4/94          |       | 6/95            |       | 100                               | %          | 145,660                               |       |
|                       |       |            |       |      |       |                                        |       |          |       |            |       |                              |       |                                  |       |
| Blanco  Senior Apts.       |       | Blanco, TX      |       | 20        |       | 500,552                                     |       | 12/93         |       | 9/94            |       | 100                               | %          | 98,561                                |       |
|                       |       |            |       |      |       |                                        |       |          |       |            |       |                              |       |                                  |       |
| Cotton  Mill Apartments    |       | Stuart, VA      |       | 40        |       | 1,411,755                                   |       | 10/92         |       | 7/93            |       | 100                               | %          | 271,351                               |       |
|                       |       |            |       |      |       |                                        |       |          |       |            |       |                              |       |                                  |       |
| Country  Lane Apts.        |       | Blakely, GA     |       | 32        |       | 1,014,752                                   |       | 5/90          |       | 5/90            |       | 100                               | %          | 211,916                               |       |
|                       |       |            |       |      |       |                                        |       |          |       |            |       |                              |       |                                  |       |
| Fawn  River Apartments     |       | Sturgis, MI     |       | 100       |       | 3,583,501                                   |       | 10/90         |       | 10/90           |       | 100                               | %          | 971,446                               |       |
|                       |       |            |       |      |       |                                        |       |          |       |            |       |                              |       |                                  |       |
| Fountain  Green Apartments |       | Crestview, FL   |       | 24        |       | 686,031                                     |       | 6/90          |       | 5/90            |       | 100                               | %          | 164,534                               |       |
|                       |       |            |       |      |       |                                        |       |          |       |            |       |                              |       |                                  |       |
| Garden  Lake Apartments    |       | Immokalee, FL   |       | 65        |       | 2,126,843                                   |       | 5/90          |       | 5/90            |       | 100                               | %          | 577,529                               |       |
|                       |       |            |       |      |       |                                        |       |          |       |            |       |                              |       |                                  |       |
| Glenwood  Hotel            |       | Porterville, CA |       | 36        |       | 586,534                                     |       | 6/90          |       | 6/90            |       | 100                               | %          | 383,100                               |       |
|                       |       |            |       |      |       |                                        |       |          |       |            |       |                              |       |                                  |       |
| Grand  Princess Manor      |       | St. Croix, USVI |       | 24        |       | 1,446,865                                   |       | 6/90          |       | 8/90            |       | 100                               | %          | 374,766                               |       |
|                       |       |            |       |      |       |                                        |       |          |       |            |       |                              |       |                                  |       |
| Grand  Princess Villa      |       | St. Croix, USVI |       | 24        |       | 1,445,899                                   |       | 6/90          |       | 8/90            |       | 100                               | %          | 276,203                               |       |
|                       |       |            |       |      |       |                                        |       |          |       |            |       |                              |       |                                  |       |
| Grifton  Manor Apts.       |       | Grifton, NC     |       | 40        |       | 1,185,092                                   |       | 9/93          |       | 2/94            |       | 100                               | %          | 261,645                               |       |
|                            |            |                 |            |           |            |                                             |            |               |            |                 |            |                                   |            |                                       |            |  |  |

 

7

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Boston Capital TaxCredit Fund II Limited Partnership - Series 9

 

PROPERTY PROFILESAS OF MARCH 31, 2008

 
| **Property  Name**                  | ** ** | **Location**     | ** ** | **Units** | ** ** | **Mortgage  Balance  As of  12/31/07** | ** ** | **Acq  Date** | ** ** | **Const  Comp** | ** ** | **Qualified  Occupancy  3/31/08** | ** ** | **Cap Con  Paid  Thru  3/31/08** | ** ** |
|-------------------------------------|------------|------------------|------------|-----------|------------|---------------------------------------------|------------|---------------|------------|-----------------|------------|-----------------------------------|------------|---------------------------------------|------------|
|                                |       |             |       |      |       |                                        |       |          |       |            |       |                              |       |                                  |       |
| Hacienda  Villa Apartments          |       | Firebaugh, CA    |       | 120       |       | $                                           | 3,294,437  |          | 4/90       |            | 1/90       |                              | 100        | %                                     | $          | 1,343,294 |   |
|                                |       |             |       |      |       |                                        |       |          |       |            |       |                              |       |                                  |       |
| Haines  City Apartments             |       | Haines City, FL  |       | 46        |       | 1,388,108                                   |       | 4/90          |       | 2/90            |       | 100                               | %          | 339,465                               |       |
|                                |       |             |       |      |       |                                        |       |          |       |            |       |                              |       |                                  |       |
| Hamlet  Square                      |       | Newfane, NY      |       | 24        |       | 853,534                                     |       | 10/92         |       | 9/92            |       | 96                                | %          | 193,830                               |       |
|                                |       |             |       |      |       |                                        |       |          |       |            |       |                              |       |                                  |       |
| Hill  St. Commons                   |       | South Paris, ME  |       | 25        |       | 1,435,612                                   |       | 11/92         |       | 10/92           |       | 100                               | %          | 301,064                               |       |
|                                |       |             |       |      |       |                                        |       |          |       |            |       |                              |       |                                  |       |
| Kristin  Park Apartments            |       | Las Vegas, NV    |       | 44        |       | 1,346,030                                   |       | 3/90          |       | 6/90            |       | 100                               | %          | 313,200                               |       |
|                                |       |             |       |      |       |                                        |       |          |       |            |       |                              |       |                                  |       |
| Le  Grand Apts.                     |       | Le Grand, CA     |       | 34        |       | 1,671,159                                   |       | 11/92         |       | 10/93           |       | 100                               | %          | 419,011                               |       |
|                                |       |             |       |      |       |                                        |       |          |       |            |       |                              |       |                                  |       |
| Longmeadow  Apartments              |       | Skowhegan, ME    |       | 28        |       | 1,434,134                                   |       | 8/90          |       | 8/90            |       | 100                               | %          | 284,000                               |       |
|                                |       |             |       |      |       |                                        |       |          |       |            |       |                              |       |                                  |       |
| Magnolia  Lane Apartments           |       | Bloomingdale, GA |       | 48        |       | 1,432,867                                   |       | 5/90          |       | 3/90            |       | 100                               | %          | 321,908                               |       |
|                                |       |             |       |      |       |                                        |       |          |       |            |       |                              |       |                                  |       |
| Meadowcrest  Southfield, Apartments |       | Southfield, MI   |       | 83        |       | 2,655,842                                   |       | 9/90          |       | 10/90           |       | 100                               | %          | 1,116,284                             |       |
|                                |       |             |       |      |       |                                        |       |          |       |            |       |                              |       |                                  |       |
| Pine  Ridge Place                   |       | Polkton, NC      |       | 16        |       | 611,807                                     |       | 1/94          |       | 12/93           |       | 100                               | %          | 114,730                               |       |
|                                |       |             |       |      |       |                                        |       |          |       |            |       |                              |       |                                  |       |
| Pleasanton  Seniors Apts.           |       | Pleasanton, TX   |       | 24        |       | 593,697                                     |       | 12/93         |       | 7/93            |       | 100                               | %          | 144,839                               |       |
|                                |       |             |       |      |       |                                        |       |          |       |            |       |                              |       |                                  |       |
| Putney  Meadows Apts                |       | Putney, VT       |       | 28        |       | 1,387,104                                   |       | 12/92         |       | 5/93            |       | 100                               | %          | 374,495                               |       |
|                                     |            |                  |            |           |            |                                             |            |               |            |                 |            |                                   |            |                                       |            |  |  |

 

8

----

 

Boston Capital TaxCredit Fund II Limited Partnership - Series 9

 

PROPERTY PROFILESAS OF MARCH 31, 2008

 
| **Property  Name**          | ** ** | **Location**     | ** ** | **Units** | ** ** | **Mortgage  Balance  As of  12/31/07** | ** ** | **Acq  Date** | ** ** | **Const  Comp** | ** ** | **Qualified  Occupancy  3/31/08** | ** ** | **Cap Con  Paid  Thru  3/31/08** | ** ** |
|-----------------------------|------------|------------------|------------|-----------|------------|---------------------------------------------|------------|---------------|------------|-----------------|------------|-----------------------------------|------------|---------------------------------------|------------|
|                        |       |             |       |      |       |                                        |       |          |       |            |       |                              |       |                                  |       |
| Quail  Hollow II            |       | Raleigh, NC      |       | 36        |       | $                                           | 1,358,405  |          | 7/90       |            | 9/90       |                              | 100        | %                                     | $          | 313,521 |   |
|                        |       |             |       |      |       |                                        |       |          |       |            |       |                              |       |                                  |       |
| Raitt  Street Apts.         |       | Santa Ana, CA    |       | 6         |       | 848,909                                     |       | 5/93          |       | 8/93            |       | 100                               | %          | 416,200                               |       |
|                        |       |             |       |      |       |                                        |       |          |       |            |       |                              |       |                                  |       |
| Scottsville  Hollow         |       | Scottsville, NY  |       | 36        |       | 1,383,411                                   |       | 5/90          |       | 5/90            |       | 100                               | %          | 304,060                               |       |
|                        |       |             |       |      |       |                                        |       |          |       |            |       |                              |       |                                  |       |
| Tappahannock  Greens Apts.  |       | Tappahannock, VA |       | 40        |       | 1,453,366                                   |       | 3/94          |       | 5/94            |       | 100                               | %          | 293,486                               |       |
|                        |       |             |       |      |       |                                        |       |          |       |            |       |                              |       |                                  |       |
| Telluride  Apartments       |       | Telluride, CO    |       | 30        |       | 1,428,163                                   |       | 9/90          |       | 11/90           |       | 100                               | %          | 300,033                               |       |
|                        |       |             |       |      |       |                                        |       |          |       |            |       |                              |       |                                  |       |
| Village  Oaks Apartments II |       | Live Oak, FL     |       | 24        |       | 707,386                                     |       | 6/90          |       | 2/90            |       | 100                               | %          | 164,291                               |       |
|                        |       |             |       |      |       |                                        |       |          |       |            |       |                              |       |                                  |       |
| Westside  Apartments        |       | Providence, RI   |       | 40        |       | 2,102,654                                   |       | 6/90          |       | 12/90           |       | 100                               | %          | 1,777,738                             |       |
|                             |            |                  |            |           |            |                                             |            |               |            |                 |            |                                   |            |                                       |            |  |  |

 

9

----

 

Boston Capital TaxCredit Fund II Limited Partnership - Series 10

 

PROPERTY PROFILESAS OF MARCH 31, 2008

 
| **Property  Name**       | ** ** | **Location**     | ** ** | **Units** | ** ** | **Mortgage  Balance  As of  12/31/07** | ** ** | **Acq  Date** | ** ** | **Const  Comp** | ** ** | **Qualified  Occupancy  3/31/08** | ** ** | **Cap Con  Paid  Thru  3/31/08** |   |
|--------------------------|------------|------------------|------------|-----------|------------|---------------------------------------------|------------|---------------|------------|-----------------|------------|-----------------------------------|------------|---------------------------------------|--------|
|                     |       |             |       |      |       |                                        |       |          |       |            |       |                              |       |                                  |   |
| Athens  Park Apartments  |       | Athens, AL       |       | 48        |       | $                                           | 1,296,632  |          | 8/90       |            | 6/90       |                              | 100        | %                                     | $      | 354,144 |   |
|                     |       |             |       |      |       |                                        |       |          |       |            |       |                              |       |                                  |   |
| Autumn  Lane Apartments  |       | Washington, GA   |       | 24        |       | 711,496                                     |       | 8/89          |       | 11/90           |       | 100                               | %          | 168,234                               |   |
|                     |       |             |       |      |       |                                        |       |          |       |            |       |                              |       |                                  |   |
| Berkshire  Apartments II |       | Wichita, KS      |       | 66        |       | 1,585,178                                   |       | 7/90          |       | 7/90            |       | 100                               | %          | 1,183,452                             |   |
|                     |       |             |       |      |       |                                        |       |          |       |            |       |                              |       |                                  |   |
| Brentwood  Apartments    |       | Eunice, LA       |       | 32        |       | 925,320                                     |       | 11/90         |       | 10/90           |       | 100                               | %          | 205,470                               |   |
|                     |       |             |       |      |       |                                        |       |          |       |            |       |                              |       |                                  |   |
| Butler  Manor Apartments |       | Morgantown, KY   |       | 16        |       | 485,544                                     |       | 12/90         |       | 2/91            |       | 100                               | %          | 119,952                               |   |
|                     |       |             |       |      |       |                                        |       |          |       |            |       |                              |       |                                  |   |
| Candlewick  Place        |       | Monroeville, AL  |       | 40        |       | 1,210,615                                   |       | 12/92         |       | 10/92           |       | 100                               | %          | 241,600                               |   |
|                     |       |             |       |      |       |                                        |       |          |       |            |       |                              |       |                                  |   |
| Cedarstone  Apts.        |       | Poplarville, MS  |       | 24        |       | 747,118                                     |       | 5/93          |       | 5/93            |       | 100                               | %          | 180,800                               |   |
|                     |       |             |       |      |       |                                        |       |          |       |            |       |                              |       |                                  |   |
| Hartway  Apts.           |       | Munfordville, KY |       | 32        |       | 883,614                                     |       | 7/90          |       | 6/90            |       | 100                               | %          | 239,041                               |   |
|                     |       |             |       |      |       |                                        |       |          |       |            |       |                              |       |                                  |   |
| Ironton  Estates         |       | Ironton, MO      |       | 24        |       | 596,371                                     |       | 5/93          |       | 1/93            |       | 100                               | %          | 157,976                               |   |
|                     |       |             |       |      |       |                                        |       |          |       |            |       |                              |       |                                  |   |
| Lambert  Square Apts.    |       | Lambert, MS      |       | 32        |       | 949,404                                     |       | 11/92         |       | 12/92           |       | 100                               | %          | 192,347                               |   |
|                     |       |             |       |      |       |                                        |       |          |       |            |       |                              |       |                                  |   |
| Maidu  Village           |       | Roseville, CA    |       | 81        |       | 1,533,128                                   |       | 3/91          |       | 12/91           |       | 100                               | %          | 470,000                               |   |
|                          |            |                  |            |           |            |                                             |            |               |            |                 |            |                                   |            |                                       |        |  |  |

 

10

----

 

Boston Capital TaxCredit Fund II Limited Partnership - Series 10

 

PROPERTY PROFILESAS OF MARCH 31, 2008

 
| **Property  Name**                 | ** ** | **Location**     | ** ** | **Units** | ** ** | **Mortgage  Balance  As of  12/31/07** | ** ** | **Acq  Date** | ** ** | **Const  Comp** | ** ** | **Qualified  Occupancy  3/31/08** | ** ** | **Cap Con  Paid  Thru  3/31/08** |   |
|------------------------------------|------------|------------------|------------|-----------|------------|---------------------------------------------|------------|---------------|------------|-----------------|------------|-----------------------------------|------------|---------------------------------------|--------|
|                               |       |             |       |      |       |                                        |       |          |       |            |       |                              |       |                                  |   |
| Meadowbrook  Lane Apartments       |       | Americus, GA     |       | 50        |       | $                                           | 1,426,715  |          | 9/90       |            | 3/90       |                              | 100        | %                                     | $      | 336,264 |   |
|                               |       |             |       |      |       |                                        |       |          |       |            |       |                              |       |                                  |   |
| Melrose  Lane Apartments           |       | Great Falls, SC  |       | 24        |       | 879,680                                     |       | 11/90         |       | 10/90           |       | 100                               | %          | 203,645                               |   |
|                               |       |             |       |      |       |                                        |       |          |       |            |       |                              |       |                                  |   |
| Pecan  Village Apartments          |       | Ellaville, GA    |       | 30        |       | 759,584                                     |       | 7/90          |       | 2/90            |       | 100                               | %          | 221,856                               |   |
|                               |       |             |       |      |       |                                        |       |          |       |            |       |                              |       |                                  |   |
| Pine  Grove Apts.                  |       | Ackerman, MS     |       | 24        |       | 487,276                                     |       | 9/93          |       | 6/94            |       | 100                               | %          | 169,926                               |   |
|                               |       |             |       |      |       |                                        |       |          |       |            |       |                              |       |                                  |   |
| Pinetree  Manor Apts.              |       | Centreville, MS  |       | 32        |       | 951,238                                     |       | 11/92         |       | 1/93            |       | 100                               | %          | 191,500                               |   |
|                               |       |             |       |      |       |                                        |       |          |       |            |       |                              |       |                                  |   |
| Rosewood  Village Apartments       |       | Willacoochee, GA |       | 24        |       | 628,318                                     |       | 7/90          |       | 7/90            |       | 100                               | %          | 147,480                               |   |
|                               |       |             |       |      |       |                                        |       |          |       |            |       |                              |       |                                  |   |
| Stockton  Estates                  |       | Stockton, MO     |       | 20        |       | 428,922                                     |       | 2/93          |       | 1/93            |       | 100                               | %          | 120,352                               |   |
|                               |       |             |       |      |       |                                        |       |          |       |            |       |                              |       |                                  |   |
| Stratford  Square Apartments       |       | Brundidge, AL    |       | 24        |       | 728,823                                     |       | 10/92         |       | 2/93            |       | 100                               | %          | 145,036                               |   |
|                               |       |             |       |      |       |                                        |       |          |       |            |       |                              |       |                                  |   |
| Summer  Glen Apartments            |       | Immokalee, FL    |       | 45        |       | 1,428,005                                   |       | 11/92         |       | 3/93            |       | 100                               | %          | 246,230                               |   |
|                               |       |             |       |      |       |                                        |       |          |       |            |       |                              |       |                                  |   |
| Washington  Heights Apartments, IV |       | Bismarck, ND     |       | 24        |       | 419,914                                     |       | 11/90         |       | 7/90            |       | 100                               | %          | 381,010                               |   |
|                               |       |             |       |      |       |                                        |       |          |       |            |       |                              |       |                                  |   |
| Woodside  Apartments               |       | Lisbon, ME       |       | 28        |       | 1,436,052                                   |       | 12/90         |       | 11/90           |       | 100                               | %          | 397,630                               |   |
|                                    |            |                  |            |           |            |                                             |            |               |            |                 |            |                                   |            |                                       |        |  |  |

 

11

----

 

Boston Capital Tax CreditFund II Limited Partnership - Series 11

 

PROPERTY PROFILESAS OF MARCH 31, 2008

 
| **Property  Name**          | ** ** | **Location**           | ** ** | **Units** | ** ** | **Mortgage  Balance  As of  12/31/07** | ** ** | **Acq  Date** | ** ** | **Const  Comp** | ** ** | **Qualified  Occupancy  3/31/08** | ** ** | **Cap Con  Paid  Thru  3/31/08** |   |
|-----------------------------|------------|------------------------|------------|-----------|------------|---------------------------------------------|------------|---------------|------------|-----------------|------------|-----------------------------------|------------|---------------------------------------|--------|
|                        |       |                   |       |      |       |                                        |       |          |       |            |       |                              |       |                                  |   |
| Aspen  Square Apartments    |       | Tazewell,  VA          |       | 60        |       | $                                           | 1,779,055  |          | 11/90      |            | 11/90      |                              | 100        | %                                     | $      | 356,495 |   |
|                        |       |                   |       |      |       |                                        |       |          |       |            |       |                              |       |                                  |   |
| Buckeye  Senior Apartments  |       | Buckeye,  AZ           |       | 41        |       | 1,296,246                                   |       | 12/90         |       | 8/90            |       | 100                               | %          | 311,480                               |   |
|                        |       |                   |       |      |       |                                        |       |          |       |            |       |                              |       |                                  |   |
| Cambridge  Manor Apartments |       | Macon,  MS             |       | 47        |       | 1,543,290                                   |       | 5/93          |       | 4/93            |       | 100                               | %          | 356,356                               |   |
|                        |       |                   |       |      |       |                                        |       |          |       |            |       |                              |       |                                  |   |
| Church  Hill Apartments     |       | Church  Point, LA      |       | 32        |       | 925,277                                     |       | 12/90         |       | 1/91            |       | 100                               | %          | 205,750                               |   |
|                        |       |                   |       |      |       |                                        |       |          |       |            |       |                              |       |                                  |   |
| Copper  Creek Apartments    |       | Lebanon,  VA           |       | 36        |       | 1,138,494                                   |       | 11/90         |       | 9/90            |       | 100                               | %          | 237,647                               |   |
|                        |       |                   |       |      |       |                                        |       |          |       |            |       |                              |       |                                  |   |
| Coronado  Hotel             |       | Tuscon,  AZ            |       | 42        |       | 128,240                                     |       | 3/91          |       | 3/91            |       | 100                               | %          | 614,050                               |   |
|                        |       |                   |       |      |       |                                        |       |          |       |            |       |                              |       |                                  |   |
| Crestwood  Apartments       |       | St.  Cloud, FL         |       | 216       |       | 3,155,216                                   |       | 1/91          |       | 6/91            |       | 100                               | %          | 5,636,484                             |   |
|                        |       |                   |       |      |       |                                        |       |          |       |            |       |                              |       |                                  |   |
| El  Dorado Springs Est.     |       | El  Dorado Springs, MO |       | 24        |       | 561,701                                     |       | 11/90         |       | 9/90            |       | 100                               | %          | 133,790                               |   |
|                        |       |                   |       |      |       |                                        |       |          |       |            |       |                              |       |                                  |   |
| Elmwood  Manor Apartments   |       | Eutaw,  AL             |       | 47        |       | 1,570,455                                   |       | 5/93          |       | 12/93           |       | 100                               | %          | 333,440                               |   |
|                             |            |                        |            |           |            |                                             |            |               |            |                 |            |                                   |            |                                       |        |  |  |

 

12

----

 

Boston Capital Tax CreditFund II Limited Partnership - Series 11

 

PROPERTY PROFILESAS OF MARCH 31, 2008

 
| **Property  Name**           | ** ** | **Location**         | ** ** | **Units** | ** ** | **Mortgage  Balance  As of  12/31/07** | ** ** | **Acq  Date** | ** ** | **Const  Comp** | ** ** | **Qualified  Occupancy  3/31/08** | ** ** | **Cap Con  Paid  Thru  3/31/08** |   |
|------------------------------|------------|----------------------|------------|-----------|------------|---------------------------------------------|------------|---------------|------------|-----------------|------------|-----------------------------------|------------|---------------------------------------|--------|
|                         |       |                 |       |      |       |                                        |       |          |       |            |       |                              |       |                                  |   |
| Farmerville  Square Apts.    |       | Farmerville,  LA     |       | 32        |       | $                                           | 940,112    |          | 1/91       |            | 4/91       |                              | 100        | %                                     | $      | 212,280 |   |
|                         |       |                 |       |      |       |                                        |       |          |       |            |       |                              |       |                                  |   |
| Hilltop  Apts.               |       | Los  Lunas, NM       |       | 40        |       | 1,370,754                                   |       | 1/93          |       | 11/92           |       | 100                               | %          | 258,455                               |   |
|                         |       |                 |       |      |       |                                        |       |          |       |            |       |                              |       |                                  |   |
| Holland  Meadows             |       | Holland,  NY         |       | 24        |       | 872,592                                     |       | 11/90         |       | 6/90            |       | 100                               | %          | 213,880                               |   |
|                         |       |                 |       |      |       |                                        |       |          |       |            |       |                              |       |                                  |   |
| Holley  Grove                |       | Holley,  NY          |       | 24        |       | 889,036                                     |       | 11/90         |       | 10/90           |       | 100                               | %          | 207,360                               |   |
|                         |       |                 |       |      |       |                                        |       |          |       |            |       |                              |       |                                  |   |
| Ivan  Woods Senior Apts.     |       | Delta  Township, MI  |       | 90        |       | 2,459,666                                   |       | 2/91          |       | 4/91            |       | 100                               | %          | 1,184,275                             |   |
|                         |       |                 |       |      |       |                                        |       |          |       |            |       |                              |       |                                  |   |
| Kaplan  Manor Apartments     |       | Kaplan,  LA          |       | 32        |       | 897,899                                     |       | 12/90         |       | 12/90           |       | 100                               | %          | 198,460                               |   |
|                         |       |                 |       |      |       |                                        |       |          |       |            |       |                              |       |                                  |   |
| Lakewood  Village Apartments |       | Lake  Providence, LA |       | 32        |       | 926,098                                     |       | 1/91          |       | 5/91            |       | 100                               | %          | 223,827                               |   |
|                         |       |                 |       |      |       |                                        |       |          |       |            |       |                              |       |                                  |   |
| Maidu  Village               |       | Roseville,  CA       |       | 81        |       | 1,533,128                                   |       | 3/91          |       | 12/91           |       | 100                               | %          | 530,000                               |   |
|                              |            |                      |            |           |            |                                             |            |               |            |                 |            |                                   |            |                                       |        |  |  |

 

13

----

 

Boston Capital Tax CreditFund II Limited Partnership - Series 11

 

PROPERTY PROFILESAS OF MARCH 31, 2008

 
| **Property  Name**           | ** ** | **Location**       | ** ** | **Units** | ** ** | **Mortgage  Balance  As of  12/31/07** | ** ** | **Acq  Date** | ** ** | **Const  Comp** | ** ** | **Qualified  Occupancy  3/31/08** | ** ** | **Cap Con  Paid  Thru  3/31/08** |   |
|------------------------------|------------|--------------------|------------|-----------|------------|---------------------------------------------|------------|---------------|------------|-----------------|------------|-----------------------------------|------------|---------------------------------------|--------|
|                         |       |               |       |      |       |                                        |       |          |       |            |       |                              |       |                                  |   |
| Nevada  Manor                |       | Nevada,  MO        |       | 24        |       | $                                           | 626,534    |          | 11/90      |            | 10/90      |                              | 100        | %                                     | $      | 143,270 |   |
|                         |       |               |       |      |       |                                        |       |          |       |            |       |                              |       |                                  |   |
| Oatka  Meadows               |       | Warsaw,  NY        |       | 24        |       | 889,841                                     |       | 11/90         |       | 6/90            |       | 100                               | %          | 206,670                               |   |
|                         |       |               |       |      |       |                                        |       |          |       |            |       |                              |       |                                  |   |
| Osage  Place                 |       | Arkansas  City, KS |       | 38        |       | 1,193,662                                   |       | 12/90         |       | 12/90           |       | 100                               | %          | 522,999                               |   |
|                         |       |               |       |      |       |                                        |       |          |       |            |       |                              |       |                                  |   |
| Sierra  Springs Apartments   |       | Tazewell,  VA      |       | 36        |       | 1,139,726                                   |       | 11/90         |       | 11/90           |       | 100                               | %          | 299,634                               |   |
|                         |       |               |       |      |       |                                        |       |          |       |            |       |                              |       |                                  |   |
| South  Fork Heights          |       | South  Fork, CO    |       | 48        |       | 1,415,083                                   |       | 2/91          |       | 2/91            |       | 100                               | %          | 343,358                               |   |
|                         |       |               |       |      |       |                                        |       |          |       |            |       |                              |       |                                  |   |
| Twin  Oaks Apartments        |       | Allendale,  SC     |       | 24        |       | 759,339                                     |       | 12/90         |       | 9/90            |       | 100                               | %          | 206,888                               |   |
|                         |       |               |       |      |       |                                        |       |          |       |            |       |                              |       |                                  |   |
| Washington  Manor Apartments |       | Washington,  LA    |       | 32        |       | 928,695                                     |       | 1/91          |       | 3/91            |       | 100                               | %          | 216,990                               |   |
|                         |       |               |       |      |       |                                        |       |          |       |            |       |                              |       |                                  |   |
| Wildridge  Apartments        |       | Jesup,  GA         |       | 48        |       | 1,331,489                                   |       | 1/91          |       | 4/91            |       | 100                               | %          | 329,130                               |   |
|                              |            |                    |            |           |            |                                             |            |               |            |                 |            |                                   |            |                                       |        |  |  |

 

14

----

 

Boston Capital TaxCredit Fund II Limited Partnership - Series 12

 

PROPERTY PROFILESAS OF MARCH 31, 2008

 
| **Property  Name**               | ** ** | **Location**      | ** ** | **Units** | ** ** | **Mortgage  Balance  As of  12/31/07** | ** ** | **Acq  Date** | ** ** | **Const  Comp** | ** ** | **Qualified  Occupancy  3/31/08** | ** ** | **Cap Con  Paid  Thru  3/31/08** | ** ** |
|----------------------------------|------------|-------------------|------------|-----------|------------|---------------------------------------------|------------|---------------|------------|-----------------|------------|-----------------------------------|------------|---------------------------------------|------------|
|                             |       |              |       |      |       |                                        |       |          |       |            |       |                              |       |                                  |       |   |   |
| Bowman  Village Apartments       |       | Bowman, GA        |       | 24        |       | $                                           | 645,344    |          | 6/91       |            | 10/91      |                              | 100        | %                                     | $          | 139,879 |   |
|                             |       |              |       |      |       |                                        |       |          |       |            |       |                              |       |                                  |       |
| Brentwood  Manor Apartments      |       | Clarkson, KY      |       | 24        |       | 714,795                                     |       | 6/91          |       | 7/91            |       | 100                               | %          | 173,969                               |       |
|                             |       |              |       |      |       |                                        |       |          |       |            |       |                              |       |                                  |       |
| Briarwick  Apartments            |       | Nicholasville, KY |       | 40        |       | 1,156,000                                   |       | 4/91          |       | 4/91            |       | 100                               | %          | 323,941                               |       |
|                             |       |              |       |      |       |                                        |       |          |       |            |       |                              |       |                                  |       |
| Bridgerun  Townhomes             |       | Cannon Falls, MN  |       | 18        |       | 501,730                                     |       | 6/91          |       | 7/91            |       | 100                               | %          | 458,800                               |       |
|                             |       |              |       |      |       |                                        |       |          |       |            |       |                              |       |                                  |       |
| Cananche  Creek Apartments       |       | Norton, VA        |       | 36        |       | 1,197,046                                   |       | 5/91          |       | 6/91            |       | 100                               | %          | 276,695                               |       |
|                             |       |              |       |      |       |                                        |       |          |       |            |       |                              |       |                                  |       |
| Carson  Village Apartments       |       | Wrightsville, GA  |       | 24        |       | 631,276                                     |       | 10/91         |       | 6/92            |       | 100                               | %          | 161,452                               |       |
|                             |       |              |       |      |       |                                        |       |          |       |            |       |                              |       |                                  |       |
| Corcoran  Garden Apartments      |       | Corcoran, CA      |       | 38        |       | 1,869,502                                   |       | 2/91          |       | 11/90           |       | 100                               | %          | 432,438                               |       |
|                             |       |              |       |      |       |                                        |       |          |       |            |       |                              |       |                                  |       |
| Crescent  City Senior Apartments |       | Crescent City, CA |       | 38        |       | 2,069,278                                   |       | 3/91          |       | 3/91            |       | 100                               | %          | 474,536                               |       |
|                             |       |              |       |      |       |                                        |       |          |       |            |       |                              |       |                                  |       |
| Earlimart  Senior Apartments     |       | Earlimart, CA     |       | 35        |       | 1,307,235                                   |       | 6/91          |       | 6/91            |       | 100                               | %          | 364,515                               |       |
|                             |       |              |       |      |       |                                        |       |          |       |            |       |                              |       |                                  |       |
| Evanwood  Apartments             |       | Hardinsburg, KY   |       | 24        |       | 727,413                                     |       | 6/91          |       | 5/91            |       | 100                               | %          | 167,221                               |       |
|                             |       |              |       |      |       |                                        |       |          |       |            |       |                              |       |                                  |       |
| Fox  Run Apartments              |       | Jesup, GA         |       | 24        |       | 543,460                                     |       | 12/91         |       | 7/92            |       | 100                               | %          | 150,033                               |       |

 

15

----

 

Boston Capital TaxCredit Fund II Limited Partnership - Series 12

 

PROPERTY PROFILESAS OF MARCH 31, 2008

 
| **Property  Name**            | ** ** | **Location**       | ** ** | **Units** | ** ** | **Mortgage  Balance  As of  12/31/07** | ** ** | **Acq  Date** | ** ** | **Const  Comp** | ** ** | **Qualified  Occupancy  3/31/08** | ** ** | **Cap Con  Paid  Thru  3/31/08** | ** ** |
|-------------------------------|------------|--------------------|------------|-----------|------------|---------------------------------------------|------------|---------------|------------|-----------------|------------|-----------------------------------|------------|---------------------------------------|------------|
|                          |       |               |       |      |       |                                        |       |          |       |            |       |                              |       |                                  |       |
| Hamilton  Village Apartments  |       | Preston, GA        |       | 20        |       | $                                           | 550,724    |          | 10/91      |            | 3/92       |                              | 100        | %                                     | $          | 140,948 |   |
|                          |       |               |       |      |       |                                        |       |          |       |            |       |                              |       |                                  |       |
| Hunters  Park Apartments      |       | Tarboro, NC        |       | 40        |       | 1,366,374                                   |       | 5/91          |       | 4/91            |       | 100                               | %          | 320,175                               |       |
|                          |       |               |       |      |       |                                        |       |          |       |            |       |                              |       |                                  |       |
| Ivan  Woods Senior Apartments |       | Delta Township, MI |       | 90        |       | 2,459,666                                   |       | 2/91          |       | 4/91            |       | 100                               | %          | 778,688                               |       |
|                          |       |               |       |      |       |                                        |       |          |       |            |       |                              |       |                                  |       |
| Keenland  Apartments          |       | Burkesville, KY    |       | 24        |       | 712,077                                     |       | 6/91          |       | 9/91            |       | 100                               | %          | 164,246                               |       |
|                          |       |               |       |      |       |                                        |       |          |       |            |       |                              |       |                                  |       |
| Lakeridge  Apartments         |       | Eufala, AL         |       | 30        |       | 887,910                                     |       | 3/91          |       | 4/91            |       | 100                               | %          | 186,780                               |       |
|                          |       |               |       |      |       |                                        |       |          |       |            |       |                              |       |                                  |       |
| Laurel  Village Apartments    |       | Wadley, GA         |       | 24        |       | 654,084                                     |       | 10/91         |       | 5/92            |       | 100                               | %          | 149,058                               |       |
|                          |       |               |       |      |       |                                        |       |          |       |            |       |                              |       |                                  |       |
| Los Caballos  II Apts.        |       | Hatch, NM          |       | 24        |       | 690,955                                     |       | 7/91          |       | 8/91            |       | 100                               | %          | 164,740                               |       |
|                          |       |               |       |      |       |                                        |       |          |       |            |       |                              |       |                                  |       |
| Melville  Plaza Apartments    |       | Melville, LA       |       | 32        |       | 865,015                                     |       | 7/91          |       | 10/91           |       | 100                               | %          | 178,564                               |       |
|                          |       |               |       |      |       |                                        |       |          |       |            |       |                              |       |                                  |       |
| Oakleigh  Apartments          |       | Abbeville, LA      |       | 32        |       | 883,716                                     |       | 8/91          |       | 3/92            |       | 100                               | %          | 178,716                               |       |
|                          |       |               |       |      |       |                                        |       |          |       |            |       |                              |       |                                  |       |
| Oakwood  Apartments           |       | Mamou, LA          |       | 32        |       | 870,722                                     |       | 8/91          |       | 1/92            |       | 100                               | %          | 180,819                               |       |
|                          |       |               |       |      |       |                                        |       |          |       |            |       |                              |       |                                  |       |
| Portales  Estates             |       | Portales, NM       |       | 44        |       | 1,395,236                                   |       | 7/91          |       | 7/91            |       | 100                               | %          | 365,100                               |       |
|                               |            |                    |            |           |            |                                             |            |               |            |                 |            |                                   |            |                                       |            |  |  |

 

16

----

 

Boston Capital TaxCredit Fund II Limited Partnership - Series 12

 

PROPERTY PROFILESAS OF MARCH 31, 2008

 
| **Property  Name**             | ** ** | **Location**     | ** ** | **Units** | ** ** | **Mortgage  Balance  As of  12/31/07** | ** ** | **Acq  Date** | ** ** | **Const  Comp** | ** ** | **Qualified  Occupancy  3/31/08** | ** ** | **Cap Con  Paid  Thru  3/31/08** | ** ** |
|--------------------------------|------------|------------------|------------|-----------|------------|---------------------------------------------|------------|---------------|------------|-----------------|------------|-----------------------------------|------------|---------------------------------------|------------|
|                           |       |             |       |      |       |                                        |       |          |       |            |       |                              |       |                                  |       |
| Prairie  West Apts. III        |       | West Fargo, ND   |       | 24        |       | $                                           | 433,068    |          | 3/91       |            | 3/91       |                              | 100        | %                                     | $          | 360,698 |   |
|                           |       |             |       |      |       |                                        |       |          |       |            |       |                              |       |                                  |       |
| Ridgeway  Court III Apartments |       | Bemidji, MN      |       | 24        |       | 1,004,029                                   |       | 4/91          |       | 1/91            |       | 100                               | %          | 180,186                               |       |
|                           |       |             |       |      |       |                                        |       |          |       |            |       |                              |       |                                  |       |
| Rockmoor  Apartments           |       | Banner Elk, NC   |       | 12        |       | 544,760                                     |       | 5/91          |       | 3/91            |       | 100                               | %          | 95,818                                |       |
|                           |       |             |       |      |       |                                        |       |          |       |            |       |                              |       |                                  |       |
| Shawnee  Ridge Apartments      |       | Norton, VA       |       | 20        |       | 646,710                                     |       | 5/91          |       | 5/91            |       | 100                               | %          | 145,606                               |       |
|                           |       |             |       |      |       |                                        |       |          |       |            |       |                              |       |                                  |       |
| Turner  Lane Apartments        |       | Ashburn, GA      |       | 24        |       | 710,914                                     |       | 5/91          |       | 7/91            |       | 100                               | %          | 147,090                               |       |
|                           |       |             |       |      |       |                                        |       |          |       |            |       |                              |       |                                  |       |
| Uptown  Apartments             |       | Salyersville, KY |       | 16        |       | 504,660                                     |       | 5/91          |       | 3/91            |       | 100                               | %          | 121,700                               |       |
|                           |       |             |       |      |       |                                        |       |          |       |            |       |                              |       |                                  |       |
| Villas  of Lakeridge           |       | Eufala, AL       |       | 18        |       | 515,339                                     |       | 3/91          |       | 3/91            |       | 100                               | %          | 96,868                                |       |
|                           |       |             |       |      |       |                                        |       |          |       |            |       |                              |       |                                  |       |
| Waynesboro  Village Apartments |       | Waynesboro, TN   |       | 48        |       | 1,329,609                                   |       | 4/91          |       | 1/91            |       | 100                               | %          | 310,510                               |       |
|                           |       |             |       |      |       |                                        |       |          |       |            |       |                              |       |                                  |       |
| Woodcrest  Manor Apartments    |       | Woodville, MS    |       | 24        |       | 684,775                                     |       | 6/91          |       | 11/91           |       | 100                               | %          | 138,579                               |       |
|                           |       |             |       |      |       |                                        |       |          |       |            |       |                              |       |                                  |       |
| Woodlawn  Village Apartments   |       | Abbeville, GA    |       | 36        |       | 980,488                                     |       | 10/91         |       | 4/92            |       | 100                               | %          | 229,601                               |       |
|                           |       |             |       |      |       |                                        |       |          |       |            |       |                              |       |                                  |       |
| Yorkshire  Townhome Apts.      |       | Fort Smith, AR   |       | 50        |       | 603,403                                     |       | 9/93          |       | 8/94            |       | 98                                | %          | 874,069                               |       |
|                                |            |                  |            |           |            |                                             |            |               |            |                 |            |                                   |            |                                       |            |  |  |

 

17

----

 

Boston Capital TaxCredit Fund II Limited Partnership - Series 14

 

PROPERTY PROFILESAS OF MARCH 31, 2008

 
| **Property  Name**         | ** ** | **Location**    | ** ** | **Units** | ** ** | **Mortgage  Balance  As of  12/31/07** | ** ** | **Acq  Date** | ** ** | **Const  Comp** | ** ** | **Qualified  Occupancy  3/31/08** | ** ** | **Cap Con  Paid  Thru  3/31/08** | ** ** |
|----------------------------|------------|-----------------|------------|-----------|------------|----------------------------------------|------------|---------------|------------|-----------------|------------|-----------------------------------|------------|----------------------------------|------------|
|                       |       |            |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Ada Village Apts.          |       | Ada, OK         |       | 44        |       | $                                      | 968,376    |          | 1/93       |            | 11/93      |                              | 100        | %                                | $          | 158,976 |   |
|                       |       |            |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Amherst Village            |       | Amherst, VA     |       | 48        |       | 1,531,946                              |       | 1/92          |       | 1/92            |       | 100                               | %          | 322,796                          |       |
|                       |       |            |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Belmont Village Court      |       | Belmont, NY     |       | 24        |       | 900,526                                |       | 1/92          |       | 12/91           |       | 100                               | %          | 201,300                          |       |
|                       |       |            |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Blanchard Senior Apts.  II |       | Blanchard, LA   |       | 24        |       | 577,556                                |       | 10/91         |       | 9/91            |       | 100                               | %          | 143,628                          |       |
|                       |       |            |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Blanchard Village Apts.    |       | Blanchard, OK   |       | 8         |       | 205,690                                |       | 1/93          |       | 7/93            |       | 100                               | %          | 32,954                           |       |
|                       |       |            |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Brantwood  Lane Apartments |       | Centreville, AL |       | 36        |       | 1,108,391                              |       | 7/91          |       | 9/91            |       | 100                               | %          | 237,873                          |       |
|                       |       |            |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Breckenridge Apartments    |       | McColl, SC      |       | 24        |       | 839,499                                |       | 1/92          |       | 3/92            |       | 100                               | %          | 186,065                          |       |
|                       |       |            |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| The Bridge Building        |       | New York, NY    |       | 15        |       | —                                 |       | 1/92          |       | 12/91           |       | 100                               | %          | 1,037,770                        |       |
|                       |       |            |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Buchanan Court             |       | Warren, PA      |       | 18        |       | 702,207                                |       | 7/91          |       | 11/90           |       | 100                               | %          | 160,600                          |       |
|                       |       |            |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Carleton Court  Apartments |       | Providence RI   |       | 46        |       | 2,961,578                              |       | 12/91         |       | 12/91           |       | 100                               | %          | 1,496,922                        |       |
|                       |       |            |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Carriage Run Apartments    |       | Emporia, VA     |       | 40        |       | 1,248,407                              |       | 10/91         |       | 4/92            |       | 100                               | %          | 259,980                          |       |
|                            |            |                 |            |           |            |                                        |            |               |            |                 |            |                                   |            |                                  |            |  |  |

 

18

----

 

Boston Capital TaxCredit Fund II Limited Partnership - Series 14

 

PROPERTY PROFILESAS OF MARCH 31, 2008

 
| **Property  Name**                | ** ** | **Location**      | ** ** | **Units** | ** ** | **Mortgage  Balance  As of  12/31/07** | ** ** | **Acq  Date** | ** ** | **Const  Comp** | ** ** | **Qualified  Occupancy  3/31/08** | ** ** | **Cap Con  Paid  Thru  3/31/08** | ** ** |
|-----------------------------------|------------|-------------------|------------|-----------|------------|----------------------------------------|------------|---------------|------------|-----------------|------------|-----------------------------------|------------|----------------------------------|------------|
|                              |       |              |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Cedar View Apartments             |       | Brinkley, AR      |       | 32        |       | $                                      | 1,223,289  |          | 5/92       |            | 10/92      |                              | 100        | %                                | $          | 254,016 |   |
|                              |       |              |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Cedarwood Apartments              |       | Pembroke, NC      |       | 36        |       | 1,368,374                              |       | 10/91         |       | 1/92            |       | 100                               | %          | 326,310                          |       |
|                              |       |              |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Chapparral Apartments             |       | Kingman, AZ       |       | 20        |       | 674,241                                |       | 8/91          |       | 7/91            |       | 100                               | %          | 198,275                          |       |
|                              |       |              |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| College Green                     |       | Chili, NY         |       | 110       |       | 3,963,871                              |       | 3/95          |       | 8/95            |       | 100                               | %          | 755,771                          |       |
|                              |       |              |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Colorado  City Seniors Apartments |       | Colorado City, TX |       | 24        |       | 526,026                                |       | 10/91         |       | 10/91           |       | 100                               | %          | 98,721                           |       |
|                              |       |              |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Cottonwood Apts. II               |       | Cottonport LA     |       | 24        |       | 634,863                                |       | 10/91         |       | 7/91            |       | 100                               | %          | 152,664                          |       |
|                              |       |              |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Country Meadows  Apartments       |       | Sioux Falls, SD   |       | 44        |       | 807,466                                |       | 11/91         |       | 10/91           |       | 100                               | %          | 922,350                          |       |
|                              |       |              |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Countryside Manor                 |       | Fulton, MS        |       | 24        |       | 647,168                                |       | 10/91         |       | 8/91            |       | 100                               | %          | 151,868                          |       |
|                              |       |              |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Davis Village Apts.               |       | Davis, OK         |       | 44        |       | 1,096,974                              |       | 1/93          |       | 9/93            |       | 100                               | %          | 180,452                          |       |
|                              |       |              |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Devenwood Apartments              |       | Ridgeland, SC     |       | 24        |       | 841,495                                |       | 7/92          |       | 1/93            |       | 100                               | %          | 186,000                          |       |
|                                   |            |                   |            |           |            |                                        |            |               |            |                 |            |                                   |            |                                  |            |  |  |

 

19

----

 

Boston Capital TaxCredit Fund II Limited Partnership - Series 14

 

PROPERTY PROFILESAS OF MARCH 31, 2008

 
| **Property  Name**            | ** ** | **Location**          | ** ** | **Units** | ** ** | **Mortgage  Balance  As of  12/31/07** | ** ** | **Acq  Date** | ** ** | **Const  Comp** | ** ** | **Qualified  Occupancy  3/31/08** | ** ** | **Cap Con  Paid  Thru  3/31/08** | ** ** |
|-------------------------------|------------|-----------------------|------------|-----------|------------|----------------------------------------|------------|---------------|------------|-----------------|------------|-----------------------------------|------------|----------------------------------|------------|
|                          |       |                  |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Duncan Village Apts.          |       | Duncan, OK            |       | 48        |       | $                                      | 1,043,303  |          | 1/93       |            | 11/93      |                              | 100        | %                                | $          | 172,005 |   |
|                          |       |                  |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Edison Village  Apartments    |       | Edison, GA            |       | 42        |       | 1,151,999                              |       | 7/91          |       | 2/92            |       | 100                               | %          | 274,144                          |       |
|                          |       |                  |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Ethel Bowman Proper  House    |       | Tionesta, PA          |       | 36        |       | 1,381,635                              |       | 2/92          |       | 1/92            |       | 100                               | %          | 334,160                          |       |
|                          |       |                  |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Excelsior Springs  Properties |       | Excelsior Springs, MO |       | 24        |       | 603,539                                |       | 2/92          |       | 4/91            |       | 100                               | %          | 150,651                          |       |
|                          |       |                  |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Fairground Place Apts.        |       | Bedford, KY           |       | 19        |       | 672,624                                |       | 3/95          |       | 8/95            |       | 100                               | %          | 176,963                          |       |
|                          |       |                  |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Four Oaks Village  Apartments |       | Four Oaks, NC         |       | 24        |       | 864,095                                |       | 3/92          |       | 6/92            |       | 100                               | %          | 179,900                          |       |
|                          |       |                  |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Franklin Vista III  Apts.     |       | Anthony, NM           |       | 28        |       | 898,091                                |       | 1/92          |       | 4/92            |       | 100                               | %          | 179,685                          |       |
|                          |       |                  |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Friendship Village            |       | Bel Air, MD           |       | 32        |       | 1,396,111                              |       | 1/92          |       | 6/91            |       | 100                               | %          | 226,000                          |       |
|                               |            |                       |            |           |            |                                        |            |               |            |                 |            |                                   |            |                                  |            |  |  |

 

20

----

 

Boston Capital TaxCredit Fund II Limited Partnership - Series 14

 

PROPERTY PROFILESAS OF MARCH 31, 2008

 
| **Property  Name**                 | ** ** | **Location**       | ** ** | **Units** | ** ** | **Mortgage  Balance  As of  12/31/07** | ** ** | **Acq  Date** | ** ** | **Const  Comp** | ** ** | **Qualified  Occupancy  3/31/08** | ** ** | **Cap Con  Paid  Thru  3/31/08** | ** ** |
|------------------------------------|------------|--------------------|------------|-----------|------------|----------------------------------------|------------|---------------|------------|-----------------|------------|-----------------------------------|------------|----------------------------------|------------|
|                               |       |               |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Green Village Apts. II             |       | Standardsville, VA |       | 16        |       | $                                      | 566,445    |          | 4/92       |            | 11/91      |                              | 100        | %                                | $          | 99,100 |   |
|                               |       |               |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Greenleaf Apartments               |       | Bowdoinham, ME     |       | 21        |       | 1,092,432                              |       | 11/91         |       | 8/92            |       | 100                               | %          | 295,085                          |       |
|                               |       |               |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Hughes  Springs Seniors Apartments |       | Hughes Springs, TX |       | 32        |       | 763,841                                |       | 10/91         |       | 8/91            |       | 100                               | %          | 183,674                          |       |
|                               |       |               |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Harrison City Apts.                |       | Penn Township, PA  |       | 38        |       | 1,433,439                              |       | 7/92          |       | 9/92            |       | 100                               | %          | 311,775                          |       |
|                               |       |               |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Hessmer Village  Apartments        |       | Hessmer, LA        |       | 32        |       | 878,669                                |       | 12/91         |       | 4/92            |       | 100                               | %          | 186,503                          |       |
|                               |       |               |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Hillmont Village  Apartments       |       | Micro, NC          |       | 24        |       | 854,679                                |       | 9/91          |       | 1/92            |       | 100                               | %          | 184,900                          |       |
|                               |       |               |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Jarratt Village  Apartments        |       | Jarratt, VA        |       | 24        |       | 801,621                                |       | 10/91         |       | 12/91           |       | 100                               | %          | 159,140                          |       |
|                               |       |               |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Kingfisher Village  Apts.          |       | Kingfisher, OK     |       | 8         |       | 146,738                                |       | 1/93          |       | 12/93           |       | 100                               | %          | 24,365                           |       |
|                                    |            |                    |            |           |            |                                        |            |               |            |                 |            |                                   |            |                                  |            |  |  |

 

21

----

 

Boston Capital TaxCredit Fund II Limited Partnership - Series 14

 

PROPERTY PROFILESAS OF MARCH 31, 2008

 
| **Property  Name**               | ** ** | **Location**      | ** ** | **Units** | ** ** | **Mortgage  Balance  As of  12/31/07** | ** ** | **Acq  Date** | ** ** | **Const  Comp** | ** ** | **Qualified  Occupancy  3/31/08** | ** ** | **Cap Con  Paid  Thru  3/31/08** | ** ** |
|----------------------------------|------------|-------------------|------------|-----------|------------|----------------------------------------|------------|---------------|------------|-----------------|------------|-----------------------------------|------------|----------------------------------|------------|
|                             |       |              |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| La Gema del Barrio  Apts.        |       | Santa Ana, CA     |       | 6         |       | $                                      | 637,092    |          | 6/92       |            | 8/92       |                              | 100        | %                                | $          | 458,000 |   |
|                             |       |              |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Lafayettee  Gardens Apartments   |       | Scott, LA         |       | 56        |       | 971,707                                |       | 10/91         |       | 11/91           |       | 100                               | %          | 437,688                          |       |
|                             |       |              |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Lake  Isabella Senior Apartments |       | Lake Isabella, CA |       | 46        |       | 1,934,925                              |       | 9/91          |       | 1/92            |       | 100                               | %          | 442,457                          |       |
|                             |       |              |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Lakeview  Meadows                |       | Battle Creek, MI  |       | 53        |       | 1,427,473                              |       | 1/92          |       | 6/92            |       | 100                               | %          | 1,018,808                        |       |
|                             |       |              |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Lakewood  Terrace Apts.          |       | Lakeland, FL      |       | 132       |       | 2,974,769                              |       | 11/93         |       | 8/89            |       | 100                               | %          | 725,312                          |       |
|                             |       |              |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Lana  Lu Apartments              |       | Lonaconing, MD    |       | 30        |       | 1,436,972                              |       | 12/91         |       | 9/92            |       | 100                               | %          | 303,261                          |       |
|                             |       |              |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Lexington  Village Apts.         |       | Lexington, OK     |       | 8         |       | 196,251                                |       | 1/93          |       | 11/93           |       | 100                               | %          | 32,178                           |       |
|                             |       |              |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Maidu  Village                   |       | Roseville, CA     |       | 81        |       | 1,533,128                              |       | 1/92          |       | 12/91           |       | 100                               | %          | 1,096,199                        |       |
|                             |       |              |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Marion  Apartments               |       | Manor Marion, LA  |       | 32        |       | 967,289                                |       | 2/92          |       | 6/92            |       | 100                               | %          | 199,708                          |       |
|                             |       |              |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Maysville  Village Apts.         |       | Maysville, OK     |       | 8         |       | 203,790                                |       | 1/93          |       | 10/93           |       | 100                               | %          | 33,726                           |       |
|                             |       |              |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Montague  Place Apartments       |       | Caro, MI          |       | 28        |       | 1,103,016                              |       | 12/91         |       | 12/91           |       | 100                               | %          | 432,320                          |       |
|                                  |            |                   |            |           |            |                                        |            |               |            |                 |            |                                   |            |                                  |            |  |  |

 

22

----

 

Boston Capital TaxCredit Fund II Limited Partnership - Series 14

 

PROPERTY PROFILESAS OF MARCH 31, 2008

 
| **Property  Name**             | ** ** | **Location**        | ** ** | **Units** | ** ** | **Mortgage  Balance  As of  12/31/07** | ** ** | **Acq  Date** | ** ** | **Const  Comp** | ** ** | **Qualified  Occupancy  3/31/08** | ** ** | **Cap Con  Paid  Thru  3/31/08** | ** ** |
|--------------------------------|------------|---------------------|------------|-----------|------------|----------------------------------------|------------|---------------|------------|-----------------|------------|-----------------------------------|------------|----------------------------------|------------|
|                           |       |                |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Navapai  Apartments            |       | Prescott Valley, AZ |       | 26        |       | $                                      | 854,977    |          | 6/91       |            | 4/91       |                              | 100        | %                                | $          | 207,330 |   |
|                           |       |                |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Nevada  City Senior Apartments |       | Grass Valley, CA    |       | 60        |       | 3,439,436                              |       | 1/92          |       | 10/92           |       | 100                               | %          | $                                | 839,300    |   |
|                           |       |                |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Newellton  Place Apartments    |       | Newellton, LA       |       | 32        |       | 891,983                                |       | 2/92          |       | 4/92            |       | 100                               | %          | 190,600                          |       |
|                           |       |                |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| New  River Overlook Apartments |       | Radford, VA         |       | 40        |       | 1,435,539                              |       | 8/91          |       | 2/92            |       | 100                               | %          | 285,371                          |       |
|                           |       |                |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Oak  Ridge Apartments          |       | Crystal Springs, MS |       | 40        |       | 1,259,511                              |       | 1/92          |       | 1/92            |       | 100                               | %          | 308,578                          |       |
|                           |       |                |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Oakland  Village Apts.         |       | Littleton, NC       |       | 24        |       | 824,828                                |       | 5/92          |       | 8/92            |       | 100                               | %          | 161,939                          |       |
|                           |       |                |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Okemah  Village Apts.          |       | Okemah, OK          |       | 30        |       | 913,394                                |       | 1/93          |       | 5/93            |       | 100                               | %          | 119,832                          |       |
|                           |       |                |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Pineridge  Apartments          |       | McComb, MS          |       | 32        |       | 976,633                                |       | 10/91         |       | 10/91           |       | 100                               | %          | 238,995                          |       |
|                           |       |                |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Pineridge  Elderly             |       | Walnut Cove, NC     |       | 24        |       | 933,130                                |       | 10/91         |       | 3/92            |       | 100                               | %          | 199,311                          |       |
|                                |            |                     |            |           |            |                                        |            |               |            |                 |            |                                   |            |                                  |            |  |  |

 

23

----

 

Boston Capital TaxCredit Fund II Limited Partnership - Series 14

 

PROPERTY PROFILESAS OF MARCH 31, 2008

 
| **Property  Name**             | ** ** | **Location**    | ** ** | **Units** | ** ** | **Mortgage  Balance  As of  12/31/07** | ** ** | **Acq  Date** | ** ** | **Const  Comp** | ** ** | **Qualified  Occupancy  3/31/08** | ** ** | **Cap Con  Paid  Thru  3/31/08** | ** ** |
|--------------------------------|------------|-----------------|------------|-----------|------------|----------------------------------------|------------|---------------|------------|-----------------|------------|-----------------------------------|------------|----------------------------------|------------|
|                           |       |            |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Portville Square  Apartments   |       | Portville, NY   |       | 24        |       | $                                      | 851,018    |          | 3/92       |            | 3/92       |                              | 100        | %                                | $          | 198,100 |   |
|                           |       |            |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Prague Village Apts.           |       | Prague, OK      |       | 8         |       | 112,525                                |       | 1/93          |       | 3/93            |       | 100                               | %          | $                                | 21,373     |   |
|                           |       |            |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Rainier Manor  Apartments      |       | Mt. Rainier, MD |       | 104       |       | 3,440,413                              |       | 3/92          |       | 1/93            |       | 100                               | %          | 1,190,350                        |       |
|                           |       |            |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Rosewood Manor  Apartments     |       | Ellenton, FL    |       | 43        |       | 1,395,943                              |       | 12/91         |       | 11/91           |       | 100                               | %          | 302,250                          |       |
|                           |       |            |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| San Jacinto Senior  Apartments |       | San Jacinto, CA |       | 46        |       | 2,300,281                              |       | 1/92          |       | 10/91           |       | 100                               | %          | 588,965                          |       |
|                           |       |            |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Smithville Properties          |       | Smithville, MO  |       | 48        |       | 1,205,936                              |       | 2/92          |       | 5/91            |       | 100                               | %          | 285,384                          |       |
|                           |       |            |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Snow Hill Ridge  Apartments    |       | Raleigh, NC     |       | 32        |       | 1,118,789                              |       | 10/91         |       | 12/91           |       | 100                               | %          | 307,524                          |       |
|                           |       |            |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Spring Creek Village           |       | Derby, KS       |       | 72        |       | 1,223,195                              |       | 6/91          |       | 9/91            |       | 100                               | %          | 1,634,760                        |       |
|                                |            |                 |            |           |            |                                        |            |               |            |                 |            |                                   |            |                                  |            |  |  |

 

24

----

 

Boston Capital TaxCredit Fund II Limited Partnership - Series 14

 

PROPERTY PROFILESAS OF MARCH 31, 2008

 
| **Property  Name**              | ** ** | **Location**       | ** ** | **Units** | ** ** | **Mortgage  Balance  As of  12/31/07** | ** ** | **Acq  Date** | ** ** | **Const  Comp** | ** ** | **Qualified  Occupancy  3/31/08** | ** ** | **Cap Con  Paid  Thru  3/31/08** | ** ** |
|---------------------------------|------------|--------------------|------------|-----------|------------|----------------------------------------|------------|---------------|------------|-----------------|------------|-----------------------------------|------------|----------------------------------|------------|
|                            |       |               |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Spring Valley  Apartments       |       | Lexington Park, MD |       | 128       |       | $                                      | 5,053,044  |          | 11/91      |            | 12/92      |                              | 100        | %                                | $          | 2,877,811 |   |
|                            |       |               |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Titusville Apartments           |       | Titusville PA      |       | 30        |       | 1,198,383                              |       | 12/91         |       | 1/92            |       | 100                               | %          | 280,829                          |       |
|                            |       |               |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Valley  Ridge Senior Apartments |       | Central Valley, CA |       | 38        |       | 1,763,098                              |       | 1/92          |       | 12/91           |       | 100                               | %          | 456,600                          |       |
|                            |       |               |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Victoria Place                  |       | Victoria, VA       |       | 39        |       | 1,294,602                              |       | 1/92          |       | 6/92            |       | 100                               | %          | 287,736                          |       |
|                            |       |               |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Villa West Apts. IV             |       | Topeka, KS         |       | 60        |       | 1,157,031                              |       | 8/91          |       | 1/91            |       | 100                               | %          | 1,392,873                        |       |
|                            |       |               |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Village Green                   |       | Raleigh, NC        |       | 42        |       | 603,720                                |       | 5/92          |       | 9/91            |       | 100                               | %          | 581,446                          |       |
|                            |       |               |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Washington Court                |       | Abingdon, VA       |       | 39        |       | 1,092,228                              |       | 7/91          |       | 8/91            |       | 100                               | %          | 295,250                          |       |
|                            |       |               |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Wesley Village  Apartments      |       | Martinsburg, WV    |       | 36        |       | 1,266,322                              |       | 10/91         |       | 6/92            |       | 100                               | %          | 266,253                          |       |
|                            |       |               |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Westside Apartments             |       | Louisville, MS     |       | 33        |       | 718,775                                |       | 3/92          |       | 1/92            |       | 100                               | %          | 191,014                          |       |
|                            |       |               |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Wynnewood Village Apts.         |       | Wynnewood, OK      |       | 16        |       | 414,339                                |       | 1/93          |       | 11/93           |       | 100                               | %          | 67,443                           |       |
|                                 |            |                    |            |           |            |                                        |            |               |            |                 |            |                                   |            |                                  |            |  |  |

 

25

----

 
| Item 3. |   | Legal Proceedings                                    |
|---------|--------|------------------------------------------------------|
|    |   |                                                 |
|    |   |  None.                                          |
|    |   |                                                 |
| Item 4. |   | Submission of Matters  to a Vote of Security Holders |
|    |   |                                                 |
|    |   |  None.                                          |

 

26

----

 

PART II

 

Item 5.  Market for the Registrant’s PartnershipInterests, Related Partnership Matters and Issuer Purchases of PartnershipInterest

 

(a)       Market Information

 

The Partnership isclassified as a limited partnership and has no common stock.  There is no established public trading marketfor the BACs and it is not anticipated that any public market will develop.

 

(b)       Approximate number of security holders

 

As of March 31,2008, the Partnership has 10,620 registered BAC holders for an aggregate of18,679,738 BACs which were offered at a subscription price of $10 per BAC.

 

The BACs wereissued in series.  Series 7 consistsof 737 investors holding 1,036,100 BACs, Series 9 consists of 2,014investors holding 4,178,029 BACs, Series 10 consists of 1,506 investorsholding 2,428,925 BACs, Series 11 consists of 1,266 investors holding2,489,599 BACs, Series 12 consists of 1,776 investors holding 2,972,795BACs, and Series 14 consists of 3,321 investors holding 5,574,290 BACs at March 31,2008.

 

(c)       Dividend history and restriction

 

The Partnershiphas made no distributions of net cash flow to its BAC holders from itsinception, June 28, 1989, through March 31, 2008.

 

The PartnershipAgreement provides that profits, losses and credits will be allocated eachmonth to the holder of record of a BAC as of the last day of such month.  Allocation of profits, losses and creditsamong BAC holders will be made in proportion to the number of BACs held by eachBAC holder.

 

Any distributionsof net cash flow or liquidation, sale or refinancing proceeds will be madewithin 180 days of the end of the annual period to which they relate.  Distributions will be made to the holders ofrecord of a BAC as of the last day of each month in the ratio which (i) theBACs held by the holder on the last day of the calendar month bears to (ii) theaggregate number of BACs outstanding on the last day of such month.

 

Partnershipallocations and distributions are described on pages 107 to 112 of theProspectus, as supplemented, which are incorporated herein by reference.

 

During the yearended March 31, 2008, the Partnership made distributions to the limitedpartners of Series 10, 12, and 14 for proceeds from the sale of one of theOperating Partnerships.  Further detailson the distributions are disclosed in the results of operations.

 

27

----

 
| Item 6. |   | Selected Financial Data                                                                     |
|---------|--------|---------------------------------------------------------------------------------------------|
|    |   |                                                                                        |
|    |   | Not Applicable.                                                                             |
|    |   |                                                                                        |
| Item 7. |   | Management’s Discussion  and Analysis of Financial Condition and Results of Operations |

 

This Management’sDiscussion and Analysis of Financial Condition and Results of Operations containsforward-looking statements such as our intentions, hopes, beliefs,expectations, strategies and predictions of our future activities, or otherfuture events or conditions. Such statements are “forward looking statements”within the meaning of Section 27A of the Securities Act of 1993, asamended, and Section 21E of the Securities Exchange Act of 1934, asamended, and are intended to be covered by the safe harbors created thereby.Investors are cautioned that all forward-looking statements involve risks anduncertainty, including, without limitation, the factors identified in Part I,Item 1A of this Report. Although we believe that the assumptions underlying theforward-looking statements contained herein are reasonable, any of theassumptions could be inaccurate, and, therefore, there can be no assurance thatthe forward-looking statements included in this Report will prove to beaccurate. In light of the significant uncertainties inherent in theforward-looking statements included herein, the inclusion of such informationshould not be regarded as a representation by us or any other person that ourobjectives and plans will be achieved.

 

Liquidity

 

The Partnership’s primarysource of funds was the proceeds of the Offering.  Other sources of liquidity include (i) interestearned on capital contributions unpaid as of March 31, 2008 and on workingcapital reserves and (ii) cash distributions from operations of theOperating Partnerships in which the Partnership has invested.  These sources of liquidity, along with thePartnership’s working capital reserve, are available to meet the obligations ofthe Partnership.  The Partnership doesnot anticipate significant cash distributions from operations of the OperatingPartnerships.

 

The Partnership iscurrently accruing the annual partnership management fee to enable each seriesto meet current and future third party obligations. During the fiscal yearended March 31, 2008 the Partnership accrued $1,497,341 and paid$3,294,801 in annual partnership management fees. As of March 31, 2008 theaccrued partnership management fees totaled $25,073,698.  Pursuant to the Partnership Agreement, theseliabilities will be deferred until the Partnership receives sale or refinancingproceeds from Operating Partnerships, and at that time proceeds from thesesales or refinancing will be used to satisfy these liabilities.  The Partnership anticipates that there willbe sufficient cash to meet future third party obligations.  The Partnership does not anticipatesignificant cash distributions in the long or short term from operations of theOperating Partnerships.

 

Affiliates of the generalpartner have advanced $747,920 to the Partnership to pay certain third partyoperating expenses and to fund advances to Operating Partnerships. Of thisamount, $0 was advanced and $62,550 was reimbursed during the fiscal year endedMarch 31, 2008.  The allocation ofthe total advanced through March 31, 2008, to four of the six series is asfollows:  $322,613 to Series 7,$99,461 to Series 11, $153,188 to Series 12 and $172,658 to Series 14.  These, and any additional advances, will bepaid, without interest, from available cash flow, reporting fees, or theproceeds of the sale or refinancing of the Partnership’s interest in OperatingPartnerships.  The Partnershipanticipates that as the Operating Partnerships

 

28

----

 

continue to mature, morecash flow and reporting fees will be generated. Cash flow and reporting fees will be added to the Partnership’s working capitaland will be available to meet future third party obligations of the Partnership.  The Partnership is currently pursuing, andwill continue to pursue, available cash flow and reporting fees and anticipatesthat the amount collected will be sufficient to cover third party operatingexpenses.

 

Capital Resources

 

The Partnership offeredBACs in the Offering declared effective by the Securities and ExchangeCommission on October 25, 1989.  ThePartnership received and accepted subscriptions for $186,337,517 representing18,679,738 BACs from investors admitted as BAC holders in Series 7, 9through 12 and 14 of the Partnership.

 

Offers and sales of BACsin Series 7, 9 through 12, and 14 of the Partnership were completed andthe last of the BACs in Series 14 were issued by the Partnership on January 27,1992.

 

(Series 7).  The Partnership commenced offering BACs in Series 7on November 14, 1989.  ThePartnership had received and accepted subscriptions for $10,361,000,representing 1,036,100 BACs from investors admitted as BAC holders in Series 7.  Offers and sales of BACs in Series 7were completed and the last of the BACs in Series 7 were issued by thePartnership on December 29, 1989.

 

As of March 31,2008, the net proceeds from the offer and sale of BACs in Series 7 hadbeen used to invest in a total of 15 Operating Partnerships in an aggregateamount of $7,774,651, and the Partnership had completed payment of allinstallments of its capital contributions to the Operating Partnerships.  As of March 31, 2008, 12 of theproperties had been disposed of and 3 remain. Cash and Cash Equivalents for Series 7at March 31, 2008, represented $157,566 in working capital.

 

(Series 9).  The Partnership commenced offering BACs in Series 9on February 1, 1990.  The Partnershiphad received and accepted subscriptions for $41,574,518, representing 4,178,029BACs from investors admitted as BAC holders in Series 9.  Offers and sales of BACs in Series 9were completed and the last of the BACs in Series 9 were issued by the Partnershipon April 30, 1990.

 

As of March 31,2008, the net proceeds from the offer and sale of BACs in Series 9 hadbeen used to invest in a total of 55 Operating Partnerships in an aggregateamount of $31,605,286, and the Partnership had completed payment ofinstallments of its capital contributions to the Operating Partnerships.  As of March 31, 2008, 23 of theproperties had been disposed of and 32 remain. Cash and Cash Equivalents for Series 9 at March 31, 2008,represented $149,621 in working capital.

 

(Series 10).  The Partnership commenced offering BACs in Series 10on May 7, 1990.  The Partnership hadreceived and accepted subscriptions for $24,288,997 representing 2,428,925 BACsfrom investors admitted as BAC holders in Series 10.  Offers and sales of BACs in Series 10were completed and the last of the BACs in Series 10 were issued by thePartnership on August 24, 1990.

 

29

----

 

As of March 31,2008, the net proceeds from the offer and sale of BACs in Series 10 hadbeen used to invest in a total of 45 Operating Partnerships in an aggregateamount of $18,555,455, and the Partnership had completed payment of allinstallments of its capital contributions to the Operating Partnerships.  As of March 31, 2008, 23 of theproperties had been disposed of and 22 remain. Cash and Cash Equivalents for Series 10 at March 31, 2008,represented $152,374 in working capital.

 

(Series 11).  The Partnership commenced offering BACs in Series 11on September 17, 1990.  The Partnershiphad received and accepted subscriptions for $24,735,002, representing 2,489,599BACs in Series 11.  Offers and salesof BACs in Series 11 were completed and the last of the BACs in Series 11were issued by the Partnership on December 31, 1990.

 

As of March 31,2008, the net proceeds from the offer and sale of BACs in Series 11 hadbeen used to invest in a total of 40 Operating Partnerships in an aggregateamount of $18,894,372. As of March 31, 2008, 15 of the properties had beendisposed of and 25 remain. The Partnership has completed payment of allinstallments of its capital contributions to the Operating Partnerships.  Cash and Cash Equivalents for Series 11at March 31, 2008, represented $149,771 in working capital.

 

(Series 12).  The Partnership commenced offering BACs in Series 12on February 1, 1991.  ThePartnership had received and accepted subscriptions for $29,649,003,representing 2,972,795 BACs in Series 12. Offers and sales of BACs in Series 12 were completed and the lastof the BACs in Series 12 were issued by the Partnership on April 30,1991.

 

During the fiscal yearended March 31, 2008, the Partnership did not use any of Series 12’snet offering proceeds to pay installments of its capital contributions to theOperating Partnerships.  As of March 31,2008, the net proceeds from the offer and sale of BACs in Series 12 hadbeen used to invest in a total of 53 Operating Partnerships in an aggregateamount of $22,356,179.  As of March 31,2008, 20 of the properties had been disposed of and 33 remain.  The Partnership has completed payment of allinstallments of its capital contributions to 19 of the 20 remaining OperatingPartnerships.  Cash and Cash Equivalentsfor Series 12 at March 31, 2008 represented $95,836 in unpaid capitalcontributions and working capital.

 

(Series 14).  The Partnership commenced offering BACs in Series 14on May 20, 1991.  The Partnershiphad received and accepted subscriptions for $55,728,997, representing 5,574,290BACs in Series 14.  Offers and salesof BACs in Series 14 were completed and the last of the BACs in Series 14were issued by the Partnership on January 27, 1992.

 

During the fiscal yearended March 31, 2008, the Partnership did not use any of Series 14’snet offering proceeds to pay installments of its capital contributions to theOperating Partnership.  As of March 31,2008 the net proceeds from the offer and sale of BACs in Series 14 hadbeen used to invest in a total of 101 Operating Partnerships in an aggregateamount of $42,034,328.  As of March 31,2008, 26 of the properties had been disposed of and 75 remain.  The Partnership has completed payment of allinstallments of its capital contributions to 64 of the remaining 75 Operating Partnerships.  Cash and Cash Equivalents for Series 14at March 31, 2008, represented $178,456 in unpaid capital contributionsand working capital.

 

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Results of Operations

 

The Partnership incurs anannual partnership management fee payable to its general partner and/or itsaffiliates in an amount equal to 0.5% of the aggregate cost of the apartmentcomplexes owned by the Operating Partnerships, less the amount of certainpartnership management and reporting fees paid by the Operating Partnerships.  The annual partnership management fee, net ofreporting fees received, charged to operations for the fiscal years ended March 31,2008 and 2007 was $1,125,917 and $1,285,868, respectively.  The Partnership’s investment objectives donot include receipt of significant cash distributions from the OperatingPartnerships in which it has invested. The Partnership’s investments in Operating Partnerships have been madeprincipally with a view towards realization of Federal Housing Tax Credits forallocation to its partners and BAC holders.

 

(Series 7).  As of March 31, 2008 and 2007, theaverage Qualified Occupancy for the series was 100%.  The series had a total of 3 properties at March 31,2008, all of which were at 100% qualified occupancy.

 

For the tax years ended December 31,2007 and 2006, the series, in total, generated $675,425 and $1,046,431,respectively, in passive income tax losses that were passed through to theinvestors, and also provided $.00, respectively, in tax credits per BAC to theinvestors.

 

As of March 31, 2008and 2007, Investments in Operating Partnerships for Series 7 was $0,respectively.  Investments in OperatingPartnerships were affected by the way the Partnership accounts for suchinvestments, the equity method.  By usingthe equity method the Partnership adjusts its investment cost for its share ofeach Operating Partnership’s results of operations and for any distributionsreceived or accrued.

 

For the years ended March 31,2008, and 2007, the net income for series 7 was $136,720 and $304,895,respectively.  The major components ofthese amounts are the Partnership’s share of income from Operating Partnershipand the partnership management fee.

 

In July 2007, theinvestment general partner entered into an agreement to transfer its interestin Deer Hill II Limited Partnership to an entity affiliated with the operatinggeneral partner for its assumption of the outstanding mortgage balance ofapproximately $1,431,974 and cash proceeds to the investment partnership of$140,000.  Of the total proceedsreceived, $7,500 was paid to BCAMLP for expenses related to the transfer, whichincludes third party legal costs.  Theremaining proceeds of $132,500 will be returned to cash reserves held by Series 7.  The monies held in cash reserves will beutilized to pay current operating expenses, accrued but unpaid asset managementfees, and accrued but unpaid expenses of the investment partnership.  After all outstanding obligations of theinvestment partnership are satisfied, any remaining monies will be distributedbased on the number of BACs held by each investor at the time ofdistribution.  Annual losses generated bythe Operating Partnership, which were applied against the investmentpartnership’s investment in the Operating Partnership in accordance with theequity method of accounting, had previously reduced the investment in theOperating Partnership to zero. Accordingly, a gain on the sale of the Operating Partnership of theproceeds from the sale, net of the overhead and expenses, has been recorded inthe amount of $132,500 as of August 31, 2007.

 

In August 2007, theinvestment general partner entered into an agreement to transfer its interestin Oakview Limited Partnership to an entity affiliated with the operatinggeneral partner for its assumption of the outstanding

 

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mortgage balance ofapproximately $1,092,000 and cash proceeds to the investment limited partnersof $32,760.  Of the total proceedsreceived, $1,130 represents reporting fees due to an affiliate of theinvestment partnership and the balance represents proceeds from the transfer.Of the remaining proceeds, $7,579 was paid to BCAMLP for expenses related tothe transfer, which includes third party legal costs.  The remaining proceeds of $24,051 will be returnedto cash reserves held by the investment limited partnership.  The monies held in cash reserves will beutilized to pay current operating expenses, accrued but unpaid asset managementfees, and accrued but unpaid expenses of the investment partnership.  After all outstanding obligations of theinvestment partnership are satisfied, any remaining monies will be distributedbased on the number of BACs held by each investor at the time of distribution.  Annual losses generated by the OperatingPartnership, which were applied against the investment partnership’s investmentin the Operating Partnership in accordance with the equity method ofaccounting, had previously reduced the investment in the Operating Partnershipto zero.  Accordingly, a gain on the saleof the Operating Partnership of the proceeds from the sale, net of the overheadand expenses, has been recorded in the amount of $24,051 as of August 31,2007.

 

In July 2007, theinvestment general partner entered into an agreement to transfer its interestin Westwood Square Apartments Limited Partnership to an entity affiliated withthe operating general partner for its assumption of the outstanding mortgagebalance of approximately $1,363,362 and cash proceeds to the investmentpartnerships of Series 7 and Series 9 of $15,200 and $24,800,respectively.  Of the total proceedsreceived, $2,850 and $4,650, respectively, was paid to BCAMLP for expensesrelated to the transfer, which includes third party legal costs.  The remaining proceeds of $12,350 and $20,150for Series 7 and Series 9, respectively, will be returned to cashreserves held by Series 7 and Series 9.  The monies held in cash reserves will beutilized to pay current operating expenses, accrued but unpaid asset managementfees, and accrued but unpaid expenses of the investment partnership.  After all outstanding obligations of theinvestment partnership are satisfied, any remaining monies will be distributedbased on the number of BACs held by each investor at the time of distribution.Annual losses generated by the Operating Partnership, which were appliedagainst the investment partnership’s investment in the Operating Partnership inaccordance with the equity method of accounting, had previously reduced theinvestment in the Operating Partnership to zero.  Accordingly, a gain on the sale of theOperating Partnership of the proceeds from the sale, net of the overhead andexpenses, has been recorded in the amount of $12,350 and $20,150 for Series 7and Series 9, respectively, as of August 31, 2007.

 

In December 2006,the investment general partner transferred the interest of - Boston Capital TaxCredit Fund I LP Series 6 and Series 7 in Hillandale Commons LimitedPartnership to an entity affiliated with the operating general partner, for itsassumption of the outstanding mortgage balance and cash proceeds of$863,000.  In accordance with Agreementof Purchase and Sale an initial payment of $67,200 and $52,800 was paid in December 2006and an outstanding note payable of $416,080 and $326,920 was paid in July 2007to Series 6 and Series 7, respectively. Of the gross proceedsreceived, $16,800 and $13,200 represent reporting fees due to an affiliate, and$4,200 and $3,300 was paid to BCAMLP for expenses of the sale, which includesthird party legal costs for Series 6 and Series 7, respectively.  Of the remaining proceeds, $462,280 and$363,220 for Series 6 and Series 7, respectively, will be returned tocash reserves.  The monies held in cashreserves will be utilized to pay current operating expenses, accrued but unpaidpartnership management fees, and accrued but unpaid expenses of the investmentlimited partnership.  After alloutstanding obligations of the investment partnership are satisfied, anyremaining monies will be distributed based on the number

 

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of BACs held by eachinvestor at the time of distribution. Annual losses generated by the OperatingPartnership, which were applied against the investment limited partnerships’investment in the Operating Partnership in accordance with the equity method ofaccounting, had previously reduced the investment limited partnershipinvestment in the Operating Partnership to zero. The sale proceeds, previouslyrecorded as receivable, in the amount of $416,080 and $326,920 for Series 6and Series 7, respectively, were received as of July 31, 2007.  Accordingly, a gain on the sale of theOperating Partnership of the proceeds from the sale, net of the expense andoverhead reimbursement, has been recorded in the amount of $462,280 and$363,220, for Series 6 and Series 7, respectively, as of December 31,2006.

 

In November 2006,the investment general partner transferred 50% of its interest in CreeksideApartments, a Pennsylvania limited partnership to an entity affiliated with theoperating general partner for its assumption of half the outstanding mortgagebalance of approximately $622,287 and cash proceeds to the investment limitedpartner of $6,821. Of the proceeds received, $3,071 represented reporting fees dueto an affiliate of the investment limited partnership and $3,750 was paid toBCAMLP for expenses related to the transfer, which includes third party legalcosts. No proceeds were returned to the cash reserves held by Series 7.  In December 2007, the investment generalpartner transferred its remaining 50% investment limited partner interest inthe Operating Partnership to an entity affiliated with the operating generalpartner for its assumption of half the outstanding mortgage balance ofapproximately $620,109 and cash proceeds to the investment limited partner of$6,821.  Of the total proceeds received,$3,071 represents reporting fees due to an affiliate of the investment limitedpartnership and $3,750 was paid to BCAMLP for expenses related to the transfer,which includes third party legal costs. No proceeds were returned to the cashreserves held by Series 7. Annual losses generated by the OperatingPartnership, which were applied against the investment limited partner’sinvestment in the Operating Partnership in accordance with the equity method ofaccounting, had previously reduced the investment limited partner investment inthe Operating Partnership to zero. Accordingly, no gain or loss on the partial transfer of the investmentlimited partner interest has been recorded.

 

In May 2008, theinvestment general partner entered into an agreement to transfer its interestin Briarwood Apartments, LP to an entityaffiliated with the operating general partner for its assumption of theoutstanding mortgage balance of approximately $601,350and anticipated cash proceeds to the investment partnership of $25,680. The transaction is anticipated to close in July 2008.  Of the totalproceeds anticipated to be received, it is anticipated that $5,000 will be paidto BCAMLP for expenses related to the transfer, which includes third partylegal costs.  The remaining proceeds of $20,680 is anticipated to be returned to cashreserves held by Series 7.  The monies held in cash reserves will beutilized to pay current operating expenses, accrued but unpaid asset managementfees, and accrued but unpaid expenses of the investment partnership.  After all outstanding obligations of theinvestment partnership are satisfied, any remaining monies will be distributedbased on the number of BACs held by each investor at the time of distribution.

 

In May 2008, theinvestment general partner entered into an agreement to transfer its interestin Lebanon Properties II LP to an entityaffiliated with the operating general partner for its assumption of theoutstanding mortgage balance of approximately $555,337and anticipated cash proceeds to the investment partnership of $25,680. The transaction is anticipated to close in July 2008.  Of the totalproceeds anticipated to be received, it is anticipated that $5,000 will be paidto BCAMLP for expenses related to the

 

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transfer, which includesthird party legal costs.  The remainingproceeds of $20,680 is anticipated to bereturned to cash reserves held by Series 7.  The monies held in cash reserves will beutilized to pay current operating expenses, accrued but unpaid asset managementfees, and accrued but unpaid expenses of the investment partnership.  After all outstanding obligations of the investmentpartnership are satisfied, any remaining monies will be distributed based onthe number of BACs held by each investor at the time of distribution.

 

In May 2008, theinvestment general partner entered into an agreement to transfer its interestin Oak Grove Estates LP to an entityaffiliated with the operating general partner for its assumption of theoutstanding mortgage balance of approximately $466,923and anticipated cash proceeds to the investment partnership of $21,400. The transaction is anticipated to close in July 2008.  Of the totalproceeds anticipated to be received, it is anticipated that $5,000 will be paidto BCAMLP for expenses related to the transfer, which includes third partylegal costs.  The remaining proceeds of $16,400 is anticipated to be returned to cashreserves held by Series 7.  The monies held in cash reserves will beutilized to pay current operating expenses, accrued but unpaid asset managementfees, and accrued but unpaid expenses of the investment partnership.  After all outstanding obligations of theinvestment partnership are satisfied, any remaining monies will be distributedbased on the number of BACs held by each investor at the time of distribution.

 

(Series 9).  As of March 31, 2008 and 2007, theaverage Qualified Occupancy for the series was 99.9%, respectively. The serieshad a total of 32 properties as of March 31, 2008, of which 31 were at100% qualified occupancy.

 

For the tax years ended December 31,2007 and 2006, the series, in total, generated $1,433,151 and $1,614,655,respectively, in passive income tax losses that were passed through to theinvestors, and also provided $.00 respectively, in tax credits per BAC to theinvestors.

 

As of March 31, 2008and 2007, the Investments in Operating Partnerships for Series 9 were $0,respectively. Investments in Operating Partnerships were affected by the waythe Partnership accounts for such investments, the equity method.  By using the equity method the Partnershipadjusts its investment cost for its share of each Operating Partnership’sresults of operations and for any distributions received or accrued.

 

For the years ended March 31,2008, and 2007, the net loss for series 9 was $169,864 and $383,327,respectively.  The major components ofthese amounts are the Fund’s share of losses from Operating Partnership and thefund management fee.

 

Blanco Seniors ApartmentsLtd (Blanco Seniors Apartments) is a 20-unit elderly development located inBlanco, Texas.  In 2006, the partnershipexperienced significant increases in the operating expenses, causing theproperty to operate below breakeven.  Theabove normal operating costs were experienced as a result of propertyimprovements.  Due to the age of theproperty, completed in 1994, capital expenditures were necessary to improve thecurb appeal.  Despite occupancy averaging99% in 2007, the property operated below breakeven due to insufficient rentalrates.  Although operations remainedbelow breakeven, operating expenses declined approximately $122 per unit from2006 to 2007.  Additionally, the accountspayable balance was paid down throughout the year.  Rental rates remain inadequate to cover alloperating costs.  The operating generalpartner has not been able to implement a rent increase because the elderlytenants are on

 

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limited income and anincrease would cause turnover.  Duringthe first quarter 2008, occupancy has remained at 100%.  Management is hopeful that the complex willreach breakeven in the near future as expenses are lowered.  The investment general partner will continueto monitor the property’s operations. The operating general partner continues to fund deficits as theguarantee is unlimited in time and amount. All real estate tax, mortgage, and insurance payments are current.

 

In August 2007, theinvestment general partner entered into an agreement to transfer its interestin Brooklyn Limited to an entity affiliated with the operating general partnerfor its assumption of the outstanding mortgage balance of approximately$1,079,144 and cash proceeds to the investment limited partners of$32,374.  Of the total proceeds received,$7,579 was paid to BCAMLP for expenses related to the transfer, which includesthird party legal costs.  The remainingproceeds of $24,795 will be returned to cash reserves held by the investmentlimited partnership.  The monies held incash reserves will be utilized to pay current operating expenses, accrued butunpaid asset management fees, and accrued but unpaid expenses of the investmentpartnership.  After all outstandingobligations of the investment partnership are satisfied, any remaining monieswill be distributed based on the number of BACs held by each investor at thetime of distribution. Annual losses generated by the Operating Partnership,which were applied against the investment partnership’s investment in theOperating Partnership in accordance with the equity method of accounting, hadpreviously reduced the investment in the Operating Partnership to zero.  Accordingly, a gain on the sale of theOperating Partnership of the proceeds from the sale, net of the overhead andexpenses, has been recorded in the amount of $24,795 as of August 31,2007.

 

In May 2007, theinvestment general partner of School Street II LP approved an agreement to sellthe property and the transaction closed on July 10, 2007. The sales priceof the property was $875,000, which includes the outstanding mortgage balanceof approximately $625,716. After the payment of all costs related to the saleof the property, including the brokerage commission, legal fees, satisfactionof the outstanding mortgage balance, and repayment of previous advances to theoperating general partner in accordance with the operating partnershipagreement, cash proceeds to the investment limited partner were $0. As part ofthe purchase agreement, the buyer was required to maintain the property asaffordable housing through the end of the tax credit compliance period whichends December 31, 2007. In addition, the operating general partner hasprovided a recapture bond on behalf of the investment limited partner to avoidthe recapture of the tax credits that have been taken. Annual losses generatedby the Operating Partnership, which were applied against the investment partnership’sinvestment in the Operating Partnership in accordance with the equity method ofaccounting, had previously reduced the investment in the Operating Partnershipto zero.  Accordingly, no gain on thesale of the Operating Partnership was been recorded.

 

Fountain GreenApartments, Limited (Fountain Green Apartments) is a 24-unit property locatedin Crestview, FL.  The property’soperations were strong in 2007, with an average occupancy of 94%.  All insurance, real estate taxes, andmortgage payments are current.  Taxcredit delivery ended in 2002 and the compliance period expired in 2007.

 

In July 2007, theinvestment general partner entered into an agreement to transfer its interestin Westwood Square Apartments Limited Partnership to an entity affiliated withthe operating general partner for its assumption of the outstanding mortgagebalance of approximately $1,363,362 and cash proceeds to the investmentpartnerships of Series 7 and Series 9 of $15,200

 

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and $24,800,respectively.  Of the total proceedsreceived, $2,850 and $4,650, respectively, was paid to BCAMLP for expensesrelated to the transfer, which includes third party legal costs.  The remaining proceeds of $12,350 and $20,150for Series 7 and Series 9, respectively, will be returned to cashreserves held by Series 7 and Series 9.  The monies held in cash reserves will beutilized to pay current operating expenses, accrued but unpaid asset managementfees, and accrued but unpaid expenses of the investment partnership.  After all outstanding obligations of theinvestment partnership are satisfied, any remaining monies will be distributedbased on the number of BACs held by each investor at the time of distribution.Annual losses generated by the Operating Partnership, which were appliedagainst the investment partnership’s investment in the Operating Partnership inaccordance with the equity method of accounting, had previously reduced theinvestment in the Operating Partnership to zero.  Accordingly, a gain on the sale of theOperating Partnership of the proceeds from the sale, net of the overhead andexpenses, has been recorded in the amount of $12,350 and $20,150 for Series 7and Series 9, respectively, as of August 31, 2007.

 

Glenwood Hotel Investors(Glenwood Hotel) is 36-unit single room occupancy development, located inPorterville, CA. Average physical occupancyremained strong and stable at 97% in 2007. Despite the strong average occupancyin 2007 the property continued to operate below breakeven due to low rentalrates. As of March 31, 2008, this property was 95% occupied. To maintain ahigh occupancy level and to be competitive in the market, the management feelsit is necessary to keep rental rates low. The management agent continuesto market the available units to the housing authority, as well as performingvarious outreach efforts to attract qualified residents and to maintain highoccupancy levels.  The operating generalpartner continues to support the Operating Partnership financially. Theoperating general partner funded an operating deficit of $20,804 in 2007.  The mortgage, insurance and payables arecurrent. The tax credit compliance period for this Operating Partnership endedon December 31, 2005.

 

In December 2006,the investment limited partnership transferred its interest in Surry Village IILimited Partnership to an entity affiliated with the operating general partnerfor its assumption of the outstanding mortgage balance and cash proceeds to theinvestment limited partner of $10. The cash proceeds were returned to cashreserves held by Series 9. The monies held in cash reserveswill be utilized to pay current operating expenses, accruedbut unpaid asset management fees, and accrued but unpaid expenses of theinvestment partnership. After all outstanding obligations of the investmentpartnership are satisfied, any remaining monies will be distributed basedon the number of BACs held by each investor at the time of distribution. Inaddition, the investment limited partnership entered into an agreement with theOperating Partnership for receipt of a residual payment.  Under the terms of the residual agreement, ifthe property owned by the Operating Partnership is refinanced or sold, there wouldbe a residual payment of $7,000 plus the capital transaction proceedsdistributable to the investment limited partnership in accordance with theOperating Partnership agreement in effect at the date the investment limitedpartner transferred its interest. Annual losses generated by the OperatingPartnership, which were applied against the investment limited partner’sinvestment in the Operating Partnership in accordance with the equity method ofaccounting, had previously reduced the investment in the Operating Partnershipto zero.  Accordingly, a gain on thetransfer of the Operating Partnership has been recorded in the amount of $10 asof December 31, 2006.  The transferof the Operating Partnership has been recognized as of December 31, 2006,and the proceeds were received in the first quarter of 2007.

 

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In December 2006,the investment general partner exercised an option to transfer their interestin Springfield Housing Associates Limited Partnership to an affiliated entityof the operating general partner for its assumption of the outstanding mortgagebalance of $3,921,906 and cash proceeds to the investment limited partner of$35,780 (Series 9) and $81,877 (Series 12).  The transaction closed in January 2007.Of the total proceeds received, $70,000 represents reporting fees due to anaffiliate of the investment partnership and the balance represents proceedsfrom the sale.  Of the proceeds received,$2,281 (Series 9) and $5,219 (Series 12) was paid to BCAMLP forexpenses related to the sale, which includes third party legal costs. Theremaining proceeds from the sale of $12,212 and $27,945 were returned to cashreserves held by Series 9 and Series 12, respectively. The moniesheld in cash reserves will be utilized to pay current operating expenses,accrued but unpaid asset management fees, and accrued but unpaid expenses ofthe investment partnership.  After alloutstanding obligations of the investment partnership are satisfied, anyremaining monies will be distributed based on the number of BACs held by eachinvestor at the time of distribution. Annual losses generated by the Operating Partnership, which were appliedagainst the investment limited partnership’s investment in the OperatingPartnership in accordance with the equity method of accounting, had previouslyreduced the investment limited partnership investment in the OperatingPartnership to zero. Accordingly, a gain on the transfer of the OperatingPartnership of the proceeds from the sale, net of the overhead and expensereimbursement, has been recorded in the amount of $12,212 for Series 9 and$27,945 for Series 12 as of March 31, 2007.

 

In June 2007, theinvestment general partner transferred the investment partnership’s interest inTwin Oaks Associates Limited Partnership to an entity affiliated with theoperating general partner for its assumption of the outstanding mortgagebalance of approximately $1,110,415 and cash proceeds to the investmentpartnership of $43,873.  Of the totalproceeds received $2,550 represents reporting fees due to an affiliate of theinvestment partnership and the balance represents proceeds from the transfer.Of the remaining proceeds, $7,500 was paid to BCAMLP for expenses related tothe transfer, which includes third party legal costs.  The remaining proceeds of $33,823 will bereturned to cash reserves held by Series 9.  The monies held in cash reserves will beutilized to pay current operating expenses, accrued but unpaid asset managementfees, and accrued but unpaid expenses of the investment partnership.  After all outstanding obligations of theinvestment partnership are satisfied, any remaining monies will be distributedbased on the number of BACs held by each investor at the time of distribution.Annual losses generated by the Operating Partnership, which were appliedagainst the investment limited partner’s investment in the OperatingPartnership in accordance with the equity method of accounting, had previouslyreduced the investment in the Operating Partnership to zero.  Accordingly, a gain on the sale of theOperating Partnership of the proceeds from the sale, net of the overhead andexpense reimbursement, has been recorded in the amount of $33,823 as of June 30,2007.

 

In June 2007, theinvestment general partner transferred the investment partnership’s interest inOld Stage Road Associates Limited to an entity affiliated with the operatinggeneral partner for its assumption of the outstanding mortgage balance ofapproximately $1,225,662 and cash proceeds to the investment partnership of$31,999.  Of the total proceeds received,$912 represents reporting fees due to an affiliate of the investmentpartnership and the balance represents proceeds from the transfer. Of theremaining proceeds, $7,500 was paid to BCAMLP for expenses related to the transfer,which includes third party legal costs. The remaining proceeds of $23,587 will be returned to cash reserves heldSeries 9.  The monies held in cashreserves will be utilized to pay current operating expenses, accrued but

 

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unpaid asset managementfees, and accrued but unpaid expenses of the investment partnership.  After all outstanding obligations of theinvestment partnership are satisfied, any remaining monies will be distributedbased on the number of BACs held by each investor at the time of distribution.Annual losses generated by the Operating Partnership, which were appliedagainst the investment limited partner’s investment in the OperatingPartnership in accordance with the equity method of accounting, had previouslyreduced the investment in the Operating Partnership to zero.  Accordingly, a gain on the sale of theOperating Partnership of the proceeds from the sale, net of the overhead andexpense reimbursement, has been recorded in the amount of $23,587 as of June 30,2007.

 

In June 2007, theinvestment general partner of Grand Princess Manor Limited Partnership approvedan agreement to sell the property and the transaction is anticipated to closein December 2008.  The anticipatedsales price for the property is $1,638,630, which includes the outstandingmortgage balance of approximately $1,453,630 and cash proceeds to theinvestment partnership of $140,000.  Ofthe total proceeds anticipated to be received, $15,000 will be paid to BCAMLPfor expenses related to the sale, which includes third party legal costs.  The remaining proceeds from the sale of$125,000 are anticipated to be returned to cash reserves held by Series 9.  The monies held in cash reserveswill be utilized to pay current operating expenses, accruedbut unpaid asset management fees, and accrued but unpaid expenses of theinvestment partnership. After all outstanding obligations of the investmentpartnership are satisfied, any remaining monies will be distributed basedon the number of BACs held by each investor at the time of distribution.

 

In June 2007, theinvestment general partner of Grand Princess Villas Limited Partnershipapproved an agreement to sell the property and the transaction is anticipatedto close in December 2008.  Theanticipated sales price for the property is $1,637,660, which includes theoutstanding mortgage balance of approximately $1,452,660 and cash proceeds tothe investment partnership of $140,000. Of the total proceeds anticipated to be received, $15,000 will be paidto BCAMLP for expenses related to the sale, which includes third party legalcosts.  The remaining proceeds from thesale of $125,000 are anticipated to be returned to cash reserves held by Series 9.  The monies held in cash reserveswill be utilized to pay current operating expenses, accruedbut unpaid asset management fees, and accrued but unpaid expenses of theinvestment partnership. After all outstanding obligations of the investmentpartnership are satisfied, any remaining monies will be distributed basedon the number of BACs held by each investor at the time of distribution.

 

In March 2008, theinvestment general partner transferred its interest in Rainbow GardenApartments Limited to a non-affiliated entity for its assumption of theoutstanding mortgage balance of approximately $1,168,553 and cash proceeds tothe investment partnership of $42,068. Of the total proceeds received, $1,517represents reporting fees due to an affiliate of the investment partnership andthe balance represents proceeds from the transfer. Of the remaining proceeds,$15,000 was paid to BCAMLP for expenses related to the transfer, which includesthird party legal costs.  The remainingproceeds of $25,551 will be returned to cash reserves held by Series 9.  The monies held in cash reserves will beutilized to pay current operating expenses, accrued but unpaid asset managementfees, and accrued but unpaid expenses of the investment partnership.  After all outstanding obligations of theinvestment partnership are satisfied, any remaining monies will be distributedbased on the number of BACs held by each investor at the time ofdistribution.  Annual losses generated bythe Operating Partnership, which were applied against the investment limitedpartner’s investment in the

 

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Operating Partnership inaccordance with the equity method of accounting, had previously reduced theinvestment in the Operating Partnership to zero.  Accordingly, a gain on the sale of the OperatingPartnership of the proceeds from the sale, net of the overhead and expensereimbursement, has been recorded in the amount of $25,551 as of March 31,2008.

 

In December 2007,the investment general partner of Series 9 entered into an agreement to transfer99% of its interest in Haines City Apartments Limited to a non-affiliatedentity for its assumption of the outstanding mortgage balance of approximately$1,374,226 and cash proceeds to the investment partnership of $48,000.  Of the total proceeds to be received, $8,208represents reporting fees due to an affiliate of the investment partnership andthe balance represents proceeds from the transfer. Of the remaining proceeds,$7,500 was paid to BCAMLP for expenses related to the transfer, which includesthird party legal costs.  The remainingproceeds of $32,292 will be returned to cash reserves held by Series 9.  The remaining 1% investment partnershipinterest in the Operating Partnership is anticipated to close in December 2008for its assumption of the outstanding mortgage balance of approximately $13,881and cash proceeds of $10,000. The remaining proceeds of $10,000 is anticipatedto be returned to cash reserves held by Series 9. The monies held in cashreserves will be utilized to pay current operating expenses, accrued but unpaidasset management fees, and accrued but unpaid expenses of the investmentpartnership.  After all outstandingobligations of the investment partnership are satisfied, any remaining monieswill be distributed based on the number of BACs held by each investor at thetime of distribution.  Annual lossesgenerated by the Operating Partnership, which were applied against theinvestment limited partner’s investment in the Operating Partnership inaccordance with the equity method of accounting, had previously reduced theinvestment in the Operating Partnership to zero.  Accordingly, a gain on the sale of theOperating Partnership of the proceeds from the sale, net of the overhead andexpense reimbursement, has been recorded in the amount of $32,292 as of December 31,2007. The transfer of the Operating Partnership had been recognized as of December 31,2007, and the proceeds were received in the first quarter of 2008.

 

In December 2007,the investment general partner of Westside Associates Limited Partnershipapproved an agreement to sell the property. The transaction was anticipated toclose in February 2008; however, the buyer was unable to consummate thesale and the agreement expired in February 2008. The Operating Partnership’s15-year low income housing tax credit compliance period expired on December 31,2004.  The investment general partner isin the process of exploring various disposition opportunities consistent withthe investment objectives of the investment partnership.

 

In September 2007,the investment general partner of Blakely Properties LP approved an agreementto sell the property and the transaction is anticipated to close in July 2008.  The anticipated sales price for the propertyis $1,501,011, which includes the outstanding mortgage balance of approximately$1,001,011 and cash proceeds to the investment limited partner of$300,000.  Of the total proceedsanticipated to be received, $18,000 represents reporting fees due to anaffiliate of the investment partnership and the balance represents proceedsfrom the sale.  Of the remainingproceeds, it is anticipated that $7,500 will be paid to BCAMLP for expensesrelated to the sale, which include third party legal costs.  The remaining proceeds from the sale of $274,500are anticipated to be returned to cash reserves held by Series 9.  The monies held in cash reserveswill be utilized to pay current operating expenses, accruedbut unpaid asset management fees, and accrued but unpaid expenses of theinvestment partnership. After all outstanding obligations of the investmentpartnership are satisfied, any remaining monies will be distributed basedon the number of BACs held by each investor at the time of distribution.

 

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(Series 10).  As of March 31, 2008 and 2007, theaverage Qualified Occupancy for the series was 100%. The series had a total of22 properties at March 31, 2008, all of which were at 100% qualifiedoccupancy.

 

For the tax years ended December 31,2007 and 2006 the series, in total, generated $1,776,418 and $1,485,152,respectively, in passive income tax losses that were passed through to theinvestors, and also provided $.00, respectively, in tax credits per BAC to theinvestors.

 

Asof March 31, 2008 and 2007, the Investments in Operating Partnerships for Series 10were $126,503 and $234,798, respectively. Investments in Operating Partnerships were affected by the way thePartnership accounts for such investments, the equity method.  By using the equity method the Partnershipadjusts its investment cost for its share of each Operating Partnership’sresults of operations and for any distributions received or accrued.

 

For the years ended March 31,2008, and 2007, the net income for series 10 was $298,714 and $174,311,respectively.  The major components ofthese amounts are the Partnership’s share of income from Operating Partnershipand the partnership management fee.

 

StratfordSquare LP (Stratford Square Apartments) is a 24-unit elderly community locatedin Brundidge, Alabama.  Historically, theproperty has operated with high occupancy and has been able to generate cashflow.  Occupancy averaged 94% in 2007.  Operations improved back above breakeven from2006 to 2007.  All mortgage, tax andinsurance payments are current. The operating deficit guarantee is unlimited intime and amount. On December 31, 2007, the 15-year low income housing taxcredit compliance period expired with respect to Stratford SquareApartments.  The investment generalpartner is in the process of exploring various disposition opportunitiesconsistent with the investment objectives of the investment partnership.

 

In December 2006,the investment partnership transferred its interest in Chuckatuck LimitedPartnership to an entity affiliated with the operating general partner for itsassumption of the outstanding mortgage balance and cash proceeds to theinvestment limited partner of $10. The cash proceeds will be returned to cashreserves held by Series 10. The monies held in cash reserveswill be utilized to pay current operating expenses, accruedbut unpaid asset management fees, and accrued but unpaid expenses of theinvestment partnership. After all outstanding obligations of the investmentpartnership are satisfied, any remaining monies will be distributed basedon the number of BACs held by each investor at the time of distribution. Inaddition, the investment limited partnership entered into an agreement with theOperating Partnership for receipt of a residual payment.  Under the terms of the residual agreement ifthe property owned by the Operating Partnership is refinanced or sold, therewould be a residual payment of $12,500 plus the capital transaction proceedsdistributable to the investment limited partnership in accordance with theOperating Partnership agreement in effect at the date the investment limitedpartner transferred its interest.  Annuallosses generated by the Operating Partnership, which were applied against theinvestment limited partner’s investment in the Operating Partnership inaccordance with the equity method of accounting, had previously reduced theinvestment in the Operating Partnership to zero.  Accordingly, a gain on the transfer of theOperating Partnership has been recorded in the amount of $10 as of December 31,2006.  The transfer of the OperatingPartnership has been recognized as of December 31, 2006, and the proceedswere received in the first quarter of 2007.

 

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In the fourth quarter of2006, the investment general partner of Dallas Apartments II approved anagreement to sell the property and the transaction closed on April 25,2007.  The sales price for the propertywas $1,695,800, which includes the outstanding mortgage balance ofapproximately $1,387,536 and cash proceeds to the investment partnership of$76,998, $14,876, and $62,122 for Series 10, Series 11, and Series 12,respectively.  Of the total proceedsreceived, $5,000, $966, and $4,034 for Series 10, Series 11, and Series 12,respectively, represents reporting fees due to an affiliate of the investmentpartnership and the balance represents proceeds from the sale.  Of the remaining proceeds received, $3,750,$725, and $3,025 for Series 10, Series 11, and Series 12,respectively, was paid to BCAMLP for expenses related to the sale, whichincludes third party legal costs.  Theremaining proceeds from the sale of $68,248, $13,185, and $55,063, for Series 10,Series 11, and Series 12, respectively, will be returned to cashreserves.  The monies held in cashreserves will be utilized to pay current operatingexpenses, accrued but unpaid asset management fees, and accrued but unpaidexpenses of the investment partnership. After all outstanding obligations ofthe investment partnership are satisfied, any remaining monies willbe distributed based on the number of BACs held by each investor at thetime of distribution. Annual losses generated by the Operating Partnership,which were applied against the investment limited partner’s investment in theOperating Partnership in accordance with the equity method of accounting, hadpreviously reduced the investment in the Operating Partnership to zero.  Accordingly, a gain on the transfer of theOperating Partnership has been recorded in the amount of $68,248, $13,185, and$55,063, for Series 10, Series 11, and Series 12, respectively,as of June 30, 2007.  On August 21,2007, additional sale proceeds of $3,036 were received after the liquidation ofthe Operating Partnership was finalized. ****Theadditional proceeds of $1,518, $293 and $1,225 for Series 10, 11, and 12,respectively, were recorded as a gain on the transfer of the OperatingPartnership and were returned to the cash reserves as of September 30,2007****.

 

In the fourth quarter of2006, the investment general partner of Newnan Apartments II LP approved anagreement to sell the property and the transaction closed on April 25,2007. The sales price for the property was $2,190,000, which includes theoutstanding mortgage balance of approximately $1,784,003 and cash proceeds tothe investment partnership of $102,514, $28,212, and $74,302, for Series 10,Series 11, and Series 12, respectively.  Of the total proceeds received, $2,500, $688,and $1,812, for Series 10, Series 11, and Series 12,respectively, represents reporting fees due to an affiliate of the investmentpartnership and the balance represents proceeds from the sale.  Of the remaining proceeds received, $3,750,$1,032, and $2,718, for Series 10, Series 11, and Series 12,respectively, was paid to BCAMLP for expenses related to the sale, whichincludes third party legal costs.  Theremaining proceeds from the sale of $96,264, $26,492, and $69,772, for Series 10,Series 11, and Series 12, respectively, will be returned to cashreserves.  The monies held in cashreserves will be utilized to pay current operatingexpenses, accrued but unpaid asset management fees, and accrued but unpaidexpenses of the investment partnership. After all outstanding obligations ofthe investment partnership are satisfied, any remaining monies willbe distributed based on the number of BACs held by each investor at thetime of distribution. The remaining proceeds from the sale of $96,264, $26,492,and $69,772, for Series 10, Series 11, and Series 12,respectively, which were applied against the remaining balance in theinvestment limited partner’s investment in the Operating Partnership inaccordance with the equity method of accounting, had previously reduced theinvestment in the Operating Partnership to zero.  As a result, no gain or loss on the transferof the Operating Partnership was recorded as of June 30, 2007.  On August 21, 2007, additional saleproceeds

 

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of $6,875 were receivedafter the liquidation of the Operating Partnership was finalized. ****The additional proceeds of $3,438, $947 and $2,490for Series 10, 11, and 12, respectively, were recorded as a gain on thetransfer of the Operating Partnership and were returned to the cash reserves asof September 30, 2007******.**

 

Great Falls PropertiesLimited Partnership****(Melrose LaneApartments) is a 24-unit family development located in Great Falls, SC.  The property continues to compete againstother affordable housing developments in the area that offer rental assistance.  The market area remains soft due to loss ofindustry.  As a result, managementstruggles to maintain occupancy levels at or above 90%.  In 2007 occupancy averaged 89%, in line withhistorical averages.  Through the firstquarter of 2008, occupancy is averaging 79%. The Operating Partnership continues to operate at a deficit.  Management has made several unsuccessfulattempts to obtain a real estate tax abatement for the property.  Additionally, management has worked with theState to obtain project-based Section 8 subsidies; however, to date, noawards have been made. An approved workout plan is in effect to replenish thereplacement reserve account, which continues to be substantiallyunder-funded.  All insurance, real estatetax and mortgage payments are current. To date the operating general partner has funded the cash deficit byaccruing management fees due to an affiliate, and has made cash advancestotaling $18,278.

 

In January 2007, theinvestment general partner of Great Falls Properties Limited Partnershipentered into an agreement to sell the property. The transaction was anticipated to close in the second quarter of 2007.However, the agreement expired in March 2007, as the buyer was unable toconsummate the sale. On December 31, 2007, the 15-year low income housingtax credit compliance period expired with respect to Great Falls PropertiesLimited Partnership.  The investmentgeneral partner is in the process of exploring various dispositionopportunities consistent with the investment objectives of the investmentpartnership.

 

In November 2005,the investment general partner of Briarwood of Middleburg Limited Partnershipapproved an agreement to sell the property and the transaction closed on November 2,2007.  The sales price of the propertywas $1,524,779, which includes the outstanding mortgage balance ofapproximately $1,439,571 and cash proceeds to the investment limited partner of$28,952. Of the total proceeds received, $9,000 was paid to BCAMLP for expensesrelated to the sale, which includes third party legal costs.  The remaining proceeds from the sale of$19,952 will be returned to cash reserves held by Series 10.  The monies held in cash reserveswill be utilized to pay current operating expenses, accruedbut unpaid asset management fees, and accrued but unpaid expenses of theinvestment partnership. After all outstanding obligations of the investmentpartnership are satisfied, any remaining monies will be distributed basedon the number of BACs held by each investor at the time of distribution. Annuallosses generated by the Operating Partnership, which were applied against theinvestment partnership’s investment in the Operating Partnership in accordancewith the equity method of accounting, had previously reduced the investment inthe Operating Partnership to zero. Accordingly, a gain on the sale of the Operating Partnership of theproceeds from the sale, net of the overhead and expenses, has been recorded inthe amount of $19,952 as of December 31, 2007.

 

In July 2006, theinvestment general partner of Morgantown Properties Limited approved anagreement to sell the property and the transaction closed on May 30,2007.  The sales price of the propertywas $956,492, which includes the outstanding mortgage balance of approximately$750,000 and cash proceeds to the investment partnership of $135,000.  Of the total proceeds received, $11,250represents reporting fees due to an affiliate of the investment

 

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partnership and thebalance represents proceeds from the sale. Of the remaining proceeds, $7,500 was paid to BCAMLP for expensesrelated to the sale, which includes third party legal costs.  The remaining proceeds from the sale of$116,250 will be returned to cash reserves held by Series 10.  The monies held in cash reserves willbe utilized to pay current operating expenses, accrued butunpaid asset management fees, and accrued but unpaid expenses of the investmentpartnership. After all outstanding obligations of the investment partnership aresatisfied, any remaining monies will be distributed based on the number ofBACs held by each investor at the time of distribution.  In addition to the $135,000 of sales proceedsreceived by the investment partnership, BCAMLP has agreed to write down $25,500of accrued but unpaid asset management fees. The investment partnership was originally scheduled to receive $160,500from the sale of Morgantown.  However,due to an appraisal which valued the property significantly below the mortgagebalance, the investment partnership agreed to receive reduced proceeds totaling$135,000 in order for the sale to occur. Proceeds to the investment limited partnership of $135,000 and a writedown of $25,500 will have the same effect on the investment partnership as ifthe investment partnership received the original proceeds of $160,500. Annuallosses generated by the Operating Partnership, which were applied against theinvestment partnership’s investment in the Operating Partnership in accordancewith the equity method of accounting, had previously reduced the investment inthe Operating Partnership to zero. Accordingly, a gain on the sale of the Operating Partnership of theproceeds from the sale, net of the overhead and expenses, has been recorded inthe amount of $116,250 as of June 30, 2007.

 

In November 2006,the investment general partner of Parkwood Commons Limited Partnership approvedan agreement to sell the property and the transaction closed on January 31,2007.  Cash proceeds to the investmentlimited partners were $550,373 (Series 10), $206,032 (Series 12) and$206,032 (Series 14). Of the proceeds received, $4,289 (Series 10),$1,606 (Series 12) and $1,606 (Series 14) were paid to BCAMLP forexpenses related to the sale, which includes third party legal costs. Theremaining proceeds from the sale of $546,084, $204,426 and $204,426,respectively, were returned to cash reserves held by Series 10, Series 12and Series 14.  The monies held incash reserves will be utilized to pay current operatingexpenses, accrued but unpaid asset management fees, and accrued but unpaidexpenses of the investment partnership. After all outstanding obligations ofthe investment partnership are satisfied, any remaining monies willbe distributed based on the number of BACs held by each investor at thetime of distribution.  A gain on the saleof the Operating Partnership of the proceeds from the sale, net of the expenseand overhead reimbursement, has been recorded in the amount of $487,967,$186,471, and $204,426 for Series 10, Series 12, and Series 14,respectively, as of March 31, 2007. The gain recorded represented the proceeds received by the investmentlimited partners, net of their remaining investment balance and their share ofthe disposition fee and expenses.

 

In June 2007, theinvestment general partner transferred the investment partnership’s interest inCloverleaf Associates Limited Partnership to an entity affiliated with theoperating general partner for its assumption of the outstanding mortgagebalance of approximately $830,406 and cash proceeds to the investmentpartnership of $36,595.  Of the totalproceeds received, $10,628 represents reporting fees due to an affiliate of theinvestment partnership and the balance represents proceeds from the transfer.Of the remaining proceeds, $7,500 was paid to BCAMLP for expenses related tothe transfer, which includes third party legal costs.  The remaining proceeds of $18,467 will bereturned to cash reserves held by Series 10.  The monies held in cash reserves will beutilized to pay current operating expenses, accrued but unpaid asset managementfees, and accrued but unpaid expenses of the

 

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investmentpartnership.  After all outstandingobligations of the investment partnership are satisfied, any remaining monieswill be distributed based on the number of BACs held by each investor at thetime of distribution. Annual losses generated by the Operating Partnership,which were applied against the investment partnership’s investment in theOperating Partnership in accordance with the equity method of accounting, hadpreviously reduced the investment in the Operating Partnership to zero.  Accordingly, a gain on the sale of theOperating Partnership of the proceeds from the sale, net of the overhead andexpenses, has been recorded in the amount of $18,467 as of June 30, 2007.

 

In June 2007, theinvestment general partner of Series 10 transferred the investmentpartnership’s interest in Cloverleaf Associates, Phase II Limited Partnershipto an entity affiliated with the operating general partner for its assumptionof the outstanding mortgage balance of approximately $844,558 and cash proceedsto the investment partnership of $33,177. Of the total proceeds received, $13,000 represents reporting fees due toan affiliate of the investment partnership and the balance represents proceedsfrom the transfer. Of the remaining proceeds, $7,500 was paid to BCAMLP forexpenses related to the transfer, which includes third party legal costs.  The remaining proceeds of $12,677 will bereturned to cash reserves held by Series 10.  The monies held in cash reserves will beutilized to pay current operating expenses, accrued but unpaid asset managementfees, and accrued but unpaid expenses of the investment partnership.  After all outstanding obligations of theinvestment partnership are satisfied, any remaining monies will be distributedbased on the number of BACs held by each investor at the time of distribution.Annual losses generated by the Operating Partnership, which were appliedagainst the investment partnership’s investment in the Operating Partnership inaccordance with the equity method of accounting, had previously reduced theinvestment in the Operating Partnership to zero.  Accordingly, a gain on the sale of theOperating Partnership of the proceeds from the sale, net of the overhead andexpenses, has been recorded in the amount of $12,677 as of June 30, 2007.

 

In November 2007,the investment general partner entered into an agreement to transfer itsinterest in Baytree Associates, Limited Partnership to an entity affiliatedwith the operating general partner for its assumption of the outstandingmortgage balance of approximately $928,758 and cash proceeds to the investmentlimited partner of $43,595.  Of the totalproceeds to be received, $8,009 represents reporting fees due to an affiliateof the investment partnership and the balance represents proceeds from thetransfer. Of the remaining proceeds, $7,500 was paid to BCAMLP for expenses relatedto the transfer, which include third party legal costs.  The remaining proceeds of $28,086 will bereturned to cash reserves held by Series 10.  The monies held in cash reserves will beutilized to pay current operating expenses, accrued but unpaid asset managementfees, and accrued but unpaid expenses of the investment partnership.  After all outstanding obligations of theinvestment partnership are satisfied, any remaining monies will be distributedbased on the number of BACs held by each investor at the time ofdistribution.  Annual losses generated bythe Operating Partnership, which were applied against the investmentpartnership’s investment in the Operating Partnership in accordance with theequity method of accounting, had previously reduced the investment in theOperating Partnership to zero. Accordingly, a gain on the sale of the Operating Partnership of theproceeds from the sale, net of the overhead and expenses, has been recorded inthe amount of $28,086 as of December 31, 2007. The transfer of theOperating Partnership had been recognized as of December 31, 2007, and theproceeds were received in the first quarter of 2008.

 

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In November 2007,the investment general partner entered into an agreement to transfer itsinterest in Benchmark Associates, Limited Partnership to an entity affiliatedwith the operating general partner for its assumption of the outstandingmortgage balance of approximately $1,079,731 and cash proceeds to the investmentlimited partner of $57,614.  Of the totalproceeds to be received, $8,483 represents reporting fees due to an affiliateof the investment partnership and the balance represents proceeds from thetransfer. Of the remaining proceeds, $7,500 was paid to BCAMLP for expensesrelated to the transfer, which include third party legal costs.  The remaining proceeds of $41,631 will bereturned to cash reserves held by Series 10.  The monies held in cash reserves will beutilized to pay current operating expenses, accrued but unpaid asset managementfees, and accrued but unpaid expenses of the investment partnership.  After all outstanding obligations of theinvestment partnership are satisfied, any remaining monies will be distributedbased on the number of BACs held by each investor at the time ofdistribution.  Annual losses generated bythe Operating Partnership, which were applied against the investmentpartnership’s investment in the Operating Partnership in accordance with theequity method of accounting, had previously reduced the investment in theOperating Partnership to zero. Accordingly, a gain on the sale of the Operating Partnership of theproceeds from the sale, net of the overhead and expenses, has been recorded inthe amount of $41,631 as of December 31, 2007. The transfer of theOperating Partnership had been recognized as of December 31, 2007, and theproceeds were received in the first quarter of 2008.

 

In November 2007,the investment general partner entered into an agreement to transfer its interestin Longview Associates Limited Partnership to an entity affiliated with theoperating general partner for its assumption of the outstanding mortgagebalance of approximately $845,762 and cash proceeds to the investment limitedpartner of $31,127.  Of the totalproceeds to be received, $7,006 represents reporting fees due to an affiliateof the investment partnership and the balance represents proceeds from thetransfer. Of the remaining proceeds, $7,500 was paid to BCAMLP for expensesrelated to the transfer, which include third party legal costs.  The remaining proceeds of $16,621 will bereturned to cash reserves held by Series 10.  The monies held in cash reserves will beutilized to pay current operating expenses, accrued but unpaid asset managementfees, and accrued but unpaid expenses of the investment partnership.  After all outstanding obligations of theinvestment partnership are satisfied, any remaining monies will be distributedbased on the number of BACs held by each investor at the time ofdistribution.  Annual losses generated bythe Operating Partnership, which were applied against the investmentpartnership’s investment in the Operating Partnership in accordance with theequity method of accounting, had previously reduced the investment in theOperating Partnership to zero. Accordingly, a gain on the sale of the Operating Partnership of theproceeds from the sale, net of the overhead and expenses, has been recorded inthe amount of $16,621 as of December 31, 2007. The transfer of the OperatingPartnership had been recognized as of December 31, 2007, and the proceedswere received in the first quarter of 2008.

 

In January 2008, theinvestment general partner transferred its interest in Pine View ApartmentsRRH, Limited to a non-affiliated entity for its assumption of the outstandingmortgage balance of approximately $929,798 and cash proceeds to the investmentpartnership of $37,192. Of the total proceeds received, $8,160 representsreporting fees due to an affiliate of the investment partnership and thebalance represents proceeds from the transfer. Of the remaining proceeds,$15,000 was be paid to BCAMLP for expenses related to the transfer, whichincludes third party legal costs.  Theremaining proceeds of $14,032 will be returned to cash reserves held by Series 10.  The

 

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monies held in cashreserves will be utilized to pay current operating expenses, accrued but unpaidasset management fees, and accrued but unpaid expenses of the investmentpartnership.  After all outstandingobligations of the investment partnership are satisfied, any remaining monieswill be distributed based on the number of BACs held by each investor at thetime of distribution.  Annual lossesgenerated by the Operating Partnership, which were applied against theinvestment partnership’s investment in the Operating Partnership in accordancewith the equity method of accounting, had previously reduced the investment inthe Operating Partnership to zero. Accordingly, a gain on the sale of the Operating Partnership of theproceeds from the sale, net of the overhead and expenses, has been recorded inthe amount of $14,032 as of March 31, 2008.

 

In January 2008, theinvestment general partner transferred its interest in Charlton Court ofFolkston to a non-affiliated entity for its assumption of the outstandingmortgage balance of approximately $1,158,800 and cash proceeds to theinvestment partnership of $46,352. Of the total proceeds received, $1,495represents reporting fees due to an affiliate of the investment partnership andthe balance represents proceeds from the transfer. Of the remaining proceeds,$15,000 was paid to BCAMLP for expenses related to the transfer, which includesthird party legal costs.  The remaining proceedsof $29,857 will be returned to cash reserves held by Series 10.  The monies held in cash reserves will beutilized to pay current operating expenses, accrued but unpaid asset managementfees, and accrued but unpaid expenses of the investment partnership.  After all outstanding obligations of theinvestment partnership are satisfied, any remaining monies will be distributedbased on the number of BACs held by each investor at the time of distribution.  Annual losses generated by the OperatingPartnership, which were applied against the investment partnership’s investmentin the Operating Partnership in accordance with the equity method ofaccounting, had previously reduced the investment in the Operating Partnershipto zero.  Accordingly, a gain on the saleof the Operating Partnership of the proceeds from the sale, net of the overheadand expenses, has been recorded in the amount of $29,857 as of March 31,2008.

 

In May 2008, theinvestment general partner entered into an agreement to transfer its interestin Ironton Estates LP to an entityaffiliated with the operating general partner for its assumption of theoutstanding mortgage balance of approximately $596,371and anticipated cash proceeds to the investment partnership of $25,680. The transaction is anticipated to close in July 2008.  Of the totalproceeds anticipated to be received, it is anticipated that $5,000 will be paidto BCAMLP for expenses related to the transfer, which includes third partylegal costs.  The remaining proceeds of $20,680 is anticipated to be returned to cashreserves held by Series 10.  The monies held in cash reserves will beutilized to pay current operating expenses, accrued but unpaid asset managementfees, and accrued but unpaid expenses of the investment partnership.  After all outstanding obligations of theinvestment partnership are satisfied, any remaining monies will be distributedbased on the number of BACs held by each investor at the time of distribution.

 

In May 2008, theinvestment general partner entered into an agreement to transfer its interestin Stockton Estates, LP to an entityaffiliated with the operating general partner for its assumption of theoutstanding mortgage balance of approximately $427,070and anticipated cash proceeds to the investment partnership of $12,840. The transaction is anticipated to close in June 2008.  Of the totalproceeds anticipated to be received, it is anticipated that $5,000 will be paidto BCAMLP for expenses related to the transfer, which includes third partylegal costs.  The remaining proceeds of $7,840 is anticipated to be returned to cashreserves held by Series 10.  The

 

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monies held in cashreserves will be utilized to pay current operating expenses, accrued but unpaidasset management fees, and accrued but unpaid expenses of the investmentpartnership.  After all outstandingobligations of the investment partnership are satisfied, any remaining monieswill be distributed based on the number of BACs held by each investor at thetime of distribution.

 

In July 2008, theinvestment general partner of Butler Properties entered into an agreement totransfer its interest to an entity affiliated with the operating generalpartner for its assumption of the outstanding mortgage balance of approximately$485,544 and cash proceeds to the investment limited partner of $18,400.  Of the total proceeds anticipated to bereceived, $5,000 will be paid to BCAMLP for expenses related to the transfer,which includes third party legal costs. The remaining proceeds of $13,400 will be returned to cash reserves heldby Series 10.  The monies held incash reserves will be utilized to pay current operating expenses, accrued butunpaid asset management fees, and accrued but unpaid expenses of the investmentpartnership.  After all outstandingobligations of the investment partnership are satisfied, any remaining monieswill be distributed based on the number of BACs held by each investor at thetime of distribution.

 

In July 2008, theinvestment general partner of Hart Properties, Ltd. entered into an agreementto transfer its interest to an entity affiliated with the operating generalpartner for its assumption of the outstanding mortgage balance of approximately$883,613 and cash proceeds to the investment limited partner of $36,800.  Of the total proceeds anticipated to bereceived, $5,000 will be paid to BCAMLP for expenses related to the transfer,which includes third party legal costs. The remaining proceeds of $31,800 will be returned to cash reserves heldby Series 10.  The monies held incash reserves will be utilized to pay current operating expenses, accrued butunpaid asset management fees, and accrued but unpaid expenses of the investmentpartnership.  After all outstandingobligations of the investment partnership are satisfied, any remaining monieswill be distributed based on the number of BACs held by each investor at thetime of distribution.

 

(Series 11).  As of March 31, 2008 and 2007, theaverage Qualified Occupancy for the series was 100%. The series had a total of25 properties at March 31, 2008, all of which were at 100% qualifiedoccupancy.

 

For the tax years ended December 31,2007 and 2006, the series, in total, generated $2,086,533 and $1,063,652,respectively, in passive income tax losses that were passed through to theinvestors, and also provided $.00, respectively, in tax credits per BAC to theinvestors.

 

As of March 31,2008 and 2007, Investments in Operating Partnerships for Series 11 was$1,172,660 and $1,568,461, respectively. Investments in Operating Partnerships were affected by the way thePartnership accounts for such investments, the equity method.  By using the equity method the Partnershipadjusts its investment cost for its share of each Operating Partnership’sresults of operations and for any distributions received or accrued.

 

For the years ended March 31,2008, and 2007, the net income(loss) for series 11 was $426,709 and $(93,536),respectively.  The major components ofthese amounts are the Partnership’s share of income(losses) from OperatingPartnership and the partnership management fee.

 

In September of2001, the investment general partner became aware that unauthorizeddistributions in excess of Rural Development’s (mortgagor)

 

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allowable limits weremade to the operating general partner of Aspen Square Limited Partnership(Aspen Square Apartments), Copper Creek Limited Partnership (Copper CreekApartments) and Sierra Springs Limited Partnership (Sierra Springs Apartments).These unauthorized distributions have been classified as receivables from theoperating general partner on the Operating Partnership’s audited financialstatements as of December 31, 2004.

 

The investment generalpartner is actively seeking the immediate return of these funds through theestate of the operating general partner. Claims in the name of the individualOperating Partnerships have been filed against the estate.  On May 30, 2003, the investment generalpartner filed a complaint for the damages suffered from the misappropriationsof funds against the operating general partner, the certified public accountantwho performed audits of the properties, a related corporation of the operatinggeneral partner which received some of the misappropriated funds, and theformer and current management companies. On May 24, 2004, a Settlement Agreement was successfully mediatedwith all parties named in the complaint filed in May of 2003.  Currently, all legal action has beensuspended pending the fulfillment of the terms of the Agreement.  Under the terms of the Agreement the estatewill provide the investment general partner with quarterly accounting records,and if funds are available, make payments to the investment general partneragainst amounts owed to the Operating Partnerships.

 

On April 9, 2004,the proposed removal of the operating general partner was approved by themortgagor. The new operating general partner is an entity related to theinvestment general partner. The investment general partner and the new operatinggeneral partner have initiated the process of selling the properties.  Any sale will occur at the conclusion of the15 year tax credit compliance periods. In November 2006, a Revised Settlement Agreement was entered intowith the estate of the former operating general partner.  Under the Revised Agreement the estate paid$200,000 and forfeited its interest in the various Operating Partnerships aswell as the other partnerships involved in the litigation, which are located inVirginia.  The monies received are beingapplied to each Operating Partnership to reduce the monies misappropriated bythe former deceased operating general partner in proportion to the total amountmisappropriated from all partnerships involved in the litigation. Under the termsof the Revised Agreement amounts that would have been paid to the estatethrough a capital transaction or cash flow will be utilized to repay theremaining misappropriated funds.

 

In April 2008, theinvestment general partner of Aspen Square Limited Partnership approved anagreement to sell the property and the transaction is anticipated to close in December 2009.The anticipated sales price for the property is $2,180,064, which includes theoutstanding mortgage balance of approximately $1,779,055 and cash proceeds tothe investment limited partners of $401,009. Of the total proceeds anticipated to be received, $12,890 representsreporting fees due to an affiliate of the investment partnership and thebalance represents proceeds from the sale. Of the remaining proceeds, it is anticipated that $15,000 will be paidto BCAMLP for expenses related to the sale, which includes third party legalcosts.  The remaining proceeds from thesale of $373,119 are anticipated to be returned to cash reserves held by Series 11.  The monies held in cash reserveswill be utilized to pay current operating expenses, accruedbut unpaid asset management fees, and accrued but unpaid expenses of theinvestment partnership. After all outstanding obligations of the investmentpartnership are satisfied, any remaining monies will be distributed basedon the number of BACs held by each investor at the time of distribution.

 

In April 2008, theinvestment general partner of Copper Creek approved an agreement to sell theproperty and the transaction is anticipated to close in

 

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December 2008. Theanticipated sales price for the property is $1,332,398, which includes theoutstanding mortgage balance of approximately $1,138,495 and cash proceeds tothe investment limited partners of $193,903. Of the total proceeds anticipated to be received, $9,880 representsreporting fees due to an affiliate of the investment partnership and thebalance represents proceeds from the sale. Of the remaining proceeds, it is anticipated that $15,000 will be paidto BCAMLP for expenses related to the sale, which includes third party legalcosts.  The remaining proceeds from thesale of $169,023 are anticipated to be returned to cash reserves held by Series 11.  The monies held in cash reserveswill be utilized to pay current operating expenses, accruedbut unpaid asset management fees, and accrued but unpaid expenses of theinvestment partnership. After all outstanding obligations of the investmentpartnership are satisfied, any remaining monies will be distributed basedon the number of BACs held by each investor at the time of distribution.

 

In April 2008, theinvestment general partner of Sierra Springs Limited Partnership approved anagreement to sell the property and the transaction is anticipated to close in December 2008.The anticipated sales price for the property is $1,359,277, which includes theoutstanding mortgage balance of approximately $1,139,727 and cash proceeds tothe investment limited partners of $219,550. Of the total proceeds anticipated to be received, $9,120 representsreporting fees due to an affiliate of the investment partnership and thebalance represents proceeds from the sale. Of the remaining proceeds, it is anticipated that $15,000 will be paidto BCAMLP for expenses related to the sale, which includes third party legalcosts.  The remaining proceeds from thesale of $195,430 are anticipated to be returned to cash reserves held by Series 11.  The monies held in cash reserves will be utilized to paycurrent operating expenses, accrued but unpaid asset management fees, andaccrued but unpaid expenses of the investment partnership. After alloutstanding obligations of the investment partnership are satisfied, anyremaining monies will be distributed based on the number of BACs held byeach investor at the time of distribution.

 

In July 2007, theinvestment general partner entered into an agreement to transfer the investmentpartnership’s interest in Academy Hill Limited Partnership to an entityaffiliated with the operating general partner for its assumption of theoutstanding mortgage balance of approximately $1,333,455 and cash proceeds tothe investment partnership of $25,000. Of the total proceeds received, $7,500 was paid to BCAMLP for expensesrelated to the transfer, which includes third party legal costs.  The remaining proceeds of $17,500 will bereturned to cash reserves held by Series 11.  The monies held in cash reserves will beutilized to pay current operating expenses, accrued but unpaid asset managementfees, and accrued but unpaid expenses of the investment partnership.  After all outstanding obligations of theinvestment partnership are satisfied, any remaining monies will be distributedbased on the number of BACs held by each investor at the time ofdistribution.  Annual losses generated bythe Operating Partnership, which were applied against the investmentpartnership’s investment in the Operating Partnership in accordance with theequity method of accounting, had previously reduced the investment in theOperating Partnership to zero. Accordingly, a gain on the sale of the Operating Partnership of theproceeds from the sale, net of the overhead and expenses, has been recorded inthe amount of $17,500 as of August 31, 2007.  In addition, equity outstanding for theOperating Partnership in the amount of $12,526 was recorded as gain on the saleof the Operating Partnership as of March 31, 2008.

 

Coronado Housing(Coronado Hotel Apartments) located in Tucson, Arizona is a 42-unit single roomoccupancy development with project-based Section 8 rental assistance forall the units.  In December 2005,the permanent mortgage was

 

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fully paid off; as aresult the cash flow increased by $7,466 a month.  In 2006 the property’s average occupancyincreased to 90%, allowing the property to operate above breakeven.  In 2007, average physical occupancy decreasedto 82%.  Despite the decrease in theoccupancy the property is still able to operate at breakeven. Low occupancy isdue to heavy construction that is going on across the street from the property.The city is building a highway overpass right next to the property. In therecent months the area became very noisy and dusty, causing some of theexisting residents to move out.  As aresult of the ongoing construction occupancy dropped to 59% as of March 31,2008.  The construction of the overpassis expected to be complete by October 2008. Due to the heavy construction,management is having difficulty attracting new residents. Additionally, as theproperty is 15 years old, it requires significant capital improvements.  These repairs are being funded out of cashflow.  The real estate taxes andinsurance are current.  The operatinggeneral partner guarantee is unlimited in time and amount. The complianceperiod expired December 31, 2005.

 

In the fourth quarter of2006, the investment general partner of Dallas Apartments II entered into anagreement to sell the property and the transaction closed on April 25,2007.  The sales price for the propertywas $1,695,800, which includes the outstanding mortgage balance ofapproximately $1,387,536 and cash proceeds to the investment partnership of$76,998, $14,876, and $62,122 for Series 10, Series 11, and Series 12,respectively.  Of the total proceedsreceived, $5,000, $966, and $4,034 for Series 10, Series 11, and Series 12,respectively, represents reporting fees due to an affiliate of the investmentpartnership and the balance represents proceeds from the sale.  Of the remaining proceeds received, $3,750,$725, and $3,025 for Series 10, Series 11, and Series 12,respectively, was paid to BCAMLP for expenses related to the sale, whichincludes third party legal costs.  Theremaining proceeds from the sale of $68,248, $13,185, and $55,063, for Series 10,Series 11, and Series 12, respectively, will be returned to cashreserves.  The monies held in cashreserves will be utilized to pay current operatingexpenses, accrued but unpaid asset management fees, and accrued but unpaidexpenses of the investment partnership. After all outstanding obligations ofthe investment partnership are satisfied, any remaining monies willbe distributed based on the number of BACs held by each investor at thetime of distribution. Annual losses generated by the Operating Partnership,which were applied against the investment limited partner’s investment in theOperating Partnership in accordance with the equity method of accounting, hadpreviously reduced the investment in the Operating Partnership to zero.  Accordingly, a gain on the transfer of theOperating Partnership has been recorded in the amount of $68,248, $13,185, and$55,063 for Series 10, Series 11, and Series 12, respectively,as of June 30, 2007.   On August 21,2007, additional sale proceeds of $3,036 were received after the liquidation ofthe Operating Partnership was finalized. ****Theadditional proceeds of $1,518, $293 and $1,225 for Series 10, 11, and 12,respectively, were recorded as a gain on the transfer of the OperatingPartnership and were returned to the cash reserves as of September 30,2007******.**

 

In January 2007, theinvestment general partner of Denmark Properties Limited Partnership IIapproved an agreement to sell the property and the transaction closed on October 23,2007.  The sales price of the propertywas $892,389, which includes the outstanding mortgage balance of approximately$794,109 and cash proceeds to the investment limited partner of $53,601.  Of the total proceeds received, $12,600represents reporting fees due to an affiliate of the investment partnership andthe balance represents proceeds from the sale. Of the remaining proceeds, $7,500 was paid to BCAMLP for expensesrelated to the sale, which includes third party legal costs.  The remaining proceeds from the sale of$33,501 were returned to cash reserves held by Series 11.

 

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The monies held in cashreserves will be utilized to pay current operatingexpenses, accrued but unpaid asset management fees, and accrued but unpaidexpenses of the investment partnership. After all outstanding obligations ofthe investment partnership are satisfied, any remaining monies will bedistributed based on the number of BACs held by each investor at the time ofdistribution. Annual losses generated by the Operating Partnership, which wereapplied against the investment partnership’s investment in the OperatingPartnership in accordance with the equity method of accounting, had previouslyreduced the investment in the Operating Partnership to zero.  Accordingly, a gain on the sale of theOperating Partnership of the proceeds from the sale, net of the overhead andexpenses, has been recorded in the amount of $33,501 as of December 31,2007. The sale of the Operating Partnership had been recognized as of December 31,2007, and the proceeds were received in the first quarter of 2008.

 

Franklin SchoolAssociates (Franklin School Apartments) experienced difficulties in recentyears because of poor management compounded, in part, by the structure ofhousing subsidies. Portable vouchers are scarce and considered desirable; sopeople on the voucher waiting list who opt for project-based vouchers (FranklinSchool’s program) may have a less desirable profile and may impose greater thanaverage wear on the property. Past management companies were not able toprovide a secure environment and the property developed a reputation asundesirable. Another issue is seasonally variable occupancy because the tenantshave multiple residential alternatives during the non-winter months. All ofthese issues together have made it difficult to maintain strong occupancy.  Moreover, the landlord is responsible for thepayment of tenant heat and hot water, which makes the property vulnerable torising utility expense.  As a result, theproperty has experienced cash flow shortfalls in recent years. The cash flowdeficits were ($36,311) and ($51,249) in 2004 and 2005, respectively.  The investment general partner funded thedeficits. For the full year 2005, the investment general partner funded$76,495.

 

In mid-2005, the lenderrejected the Operating Partnership’s request to restructure the loan, and inthe first quarter of 2006, the Operating Partnership defaulted on its monthlypayments due to insufficient cash flow. In July 2006, the first mortgagelender issued a demand and acceleration letter and on August 14, 2006scheduled a Trustee Sale for December 29, 2006.

 

In August 2006, theMontana Board of Housing conducted an inspection and found numerous physicaland file deficiencies and issued several 8823s. The management company resigned. The Operating Partnership engaged a new management company and undertookthe remediation of the conditions that elicited the 8823s, with the investmentgeneral partner providing $22,500 of additional funds to the property whenremediation costs exceeded the cash available from property operations. TheOperating Partnership retained ownership of the property through the Low IncomeHousing Tax Credit compliance period, which ended on December 31, 2006.After canceling the first Trustee Sale in December 2006, the lenderscheduled a new Trustee Sale for July 6, 2007, at which time the propertywas bid in by the lender for an amount slightly less than the outstanding debt.Therefore, no proceeds were available for Series 11 as the result of theTrustee Sale.  Annual losses generated bythe Operating Partnership, which were applied against the investment limitedpartnership’s investment in the Operating Partnership in accordance with theequity method of accounting, had previously reduced the investment limitedpartnership investment in the Operating Partnership to zero.  In addition, equity outstanding for theOperating Partnership in the amount of $10,000 was recorded as gain on the saleof the Operating Partnership as of March 31, 2008.

 

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In the fourth quarter of2006, the investment general partner of Newnan Apartments II LP entered into anagreement to sell the property and the transaction closed on April 25,2007. The sales price for the property was $2,190,000, which includes theoutstanding mortgage balance of approximately $1,784,003 and cash proceeds tothe investment partnership of $102,514, $28,212, and $74,302, for Series 10,Series 11, and Series 12, respectively.  Of the total proceeds received, $2,500, $688,and $1,812, for Series 10, Series 11, and Series 12,respectively, represents reporting fees due to an affiliate of the investmentpartnership and the balance represents proceeds from the sale.  Of the remaining proceeds received, $3,750,$1,032, and $2,718, for Series 10, Series 11, and Series 12,respectively, was paid to BCAMLP for expenses related to the sale, whichincludes third party legal costs.  Theremaining proceeds from the sale of $96,264, $26,492, and $69,772, for Series 10,Series 11, and Series 12, respectively, will be returned to cashreserves.  The monies held in cashreserves will be utilized to pay current operatingexpenses, accrued but unpaid asset management fees, and accrued but unpaidexpenses of the investment partnership. After all outstanding obligations ofthe investment partnership are satisfied, any remaining monies willbe distributed based on the number of BACs held by each investor at thetime of distribution. The remaining proceeds from the sale of $96,264, $26,492,and $69,772, for Series 10, Series 11, and Series 12,respectively, were applied against the remaining balance in the investmentlimited partner’s investment in the Operating Partnership in accordance withthe equity method of accounting, reducing the investment in the OperatingPartnership to zero.  Therefore, no gainor loss on the transfer of the Operating Partnership was recorded as of June 30,2007.  On August 21, 2007,additional sale proceeds of $6,875 were received after the liquidation of theOperating Partnership was finalized. ****Theadditional proceeds of $3,438, $947 and $2,490 for Series 10, 11, and 12,respectively, were recorded as a gain on the transfer of the OperatingPartnership and were returned to the cash reserves as of September 30,2007******.**

 

South Fork Heights,Limited (South Fork Heights Apartments), located in South Fork, Colorado, is a48-unit, Rural Development financed family site. The property produced creditsfrom 1991 through 2001 with the compliance ending on December 31, 2005.The property has suffered from low occupancy and high turnover due to itslocation in a small tourist town in the mountains.  The town lost two of its largest employers, amining company and a saw-mill.  Theselosses have negatively impacted the occupancy at the property.  Despite an average occupancy of 77% in 2007,the property operated above breakeven. This was mainly due to funds from the reserves being withdrawn forexpensed improvements and management’s ability to keep operating expenses belowstate averages.  Development of a golfcourse, single family homes and condos at a nearby ski resort has begun tobenefit the property, as evidenced by the 2008 first quarter occupancy increaseto 87%.  The operating general partnercontinues to fund all operating deficits. The tax, insurance, and mortgagepayments are all current.  On December 31,2005, the 15-year low income housing tax credit compliance period expired withrespect to South Fork Heights, Limited. The investment general partner is in the process of exploring variousdisposition opportunities consistent with the investment objectives of theinvestment partnership.

 

Harbour View GroupLimited (Sandy Pines Manor) is an apartment complex for families located inPunta Gorda, Florida.  The property washit by multiple hurricanes in the late fall of 2004 resulting in the total lossof habitability to all 44 residential units. The operating general partner hasreceived insurance proceeds for reconstruction. The tax credit compliance period ended for this property on December 31,2004. In December 2005, the Operating Partnership requested earlyprepayment of the mortgage from Rural Development. On June 15, 2006, RuralDevelopment notified the operating

 

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general partner theagency would accept prepayment of the mortgage. The Operating Partnershipconsummated the prepayment of the Rural Development mortgage on June 30,2006. Subsequently, the Operating Partnership distributed $305,330 to theinvestment general partnership, which represents the insurance proceedsexceeding the payoff of the outstanding mortgage balance and includes theinvestment general partner portion of the non-refundable deposits under thePurchase and Sale Agreement described below. Of the total investmentpartnership proceeds received, $7,500 was paid to BCAMLP for expenses relatedto the sale which include third party legal costs. The remaining proceedsreceived by the investment limited partner of $297,830 will be returned to cashreserves held by Series 11. The monies held in cash reserves will beutilized to pay current operating expenses, accrued but unpaid asset managementfees, and accrued but unpaid expenses of the investment partnership. After alloutstanding obligations of the investment partnership are satisfied, anyremaining monies will be distributed based on the number of BACs held by eachinvestor at the time of distribution.

 

On March 30, 2006,the investment general partner entered into a Purchase and Sale Agreement witha non-affiliated entity to purchase the land owned by the property. Thepurchase price for the land is $1,435,041. In addition, the buyer willreimburse the Operating Partnership $161,037 for debris removal as a result ofthe hurricanes. In July 2007, cash proceeds to the investment limitedpartner of $750,000 were received and will be returned to cash reserves held bySeries 11. In January 2008, additional cash proceeds to theinvestment limited partner of $1,988 were received and will be returned to cashreserves held by Series 11. The monies held in cash reserves will beutilized to pay current operating expenses, accrued but unpaid asset managementfees, and accrued but unpaid expenses of the investment partnership. After alloutstanding obligations of the investment partnership are satisfied, anyremaining monies will be distributed based on the number of BACs held by eachinvestor at the time of distribution. Annual losses generated by the OperatingPartnership, which were applied against the investment partnership’s investmentin the Operating Partnership in accordance with the equity method ofaccounting, had previously reduced the investment in the Operating Partnershipto zero.  Accordingly, a gain on the saleof the Operating Partnership of the proceeds from the sale, net of the overheadand expenses, has been recorded in the amount of $751,989 as of August 31,2007.

 

In December 2006,the investment general partner entered into an agreement to transfer itsinvestment limited partner interest and its general partner interest in LondonArms/Lyn, Mar Limited to an entity related to the remaining operating generalpartner for its assumption of the outstanding mortgage balance of approximately$3,811,566 and cash proceeds of $209,000 to the operating general partner and$446,000 to the investment limited partner. Of the proceeds received, $75,000represented reporting fees due to an affiliate of the investment partnershipand the balance represented proceeds from the sale. Of the proceeds received,$7,500 was paid to BCAMLP for expenses related to the sale, which includesthird party legal costs.  The remainingproceeds of $363,500 were returned to cash reserves held by Series 11.  The monies held in cash reserves will beutilized to pay current operating expenses, accrued but unpaid asset managementfees, and accrued but unpaid expenses of the investment partnership.  After all outstanding obligations of the investmentpartnership are satisfied, any remaining monies will be distributed based onthe number of BACs held by each investor at the time of distribution. Annuallosses generated by the Operating Partnership, which were applied against theinvestment limited partnership’s investment in the Operating Partnership inaccordance with the equity method of accounting, had previously reduced theinvestment limited partnership investment in the Operating Partnership to zero.Accordingly, a gain on the sale of the

 

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Operating Partnership ofthe proceeds from the sale, net of the overhead and expense reimbursement, hasbeen recorded in the amount of $363,500 as of December 31, 2006. The saleof the Operating Partnership had been recognized as of December 31, 2006,and the sale proceeds were received in the first quarter of 2007.

 

In December 2006,the investment general partner exercised an option to transfer its interest inLicking Associates II Limited Partnership to an affiliated entity of theoperating general partner for its assumption of the outstanding mortgagebalance of approximately $395,999 and cash proceeds to the investment limitedpartner of $11,880.  The transactionclosed in January 2007. Of the total proceeds received, $3,750 representsreporting fees due to an affiliate of the investment partnership and thebalance represents proceeds from the sale. Of the proceeds received, $7,500 was paid to BCAMLP for expenses relatedto the sale, which includes third party legal costs.  The remaining proceeds from the sale of $630were returned to cash reserves held by Series 11. The monies held in cashreserves will be utilized to pay current operating expenses, accrued but unpaidasset management fees, and accrued but unpaid expenses of the investmentpartnership.  After all outstandingobligations of the investment partnership are satisfied, any remaining monieswill be distributed based on the number of BACs held by each investor at thetime of distribution.  Annual lossesgenerated by the Operating Partnership, which were applied against theinvestment limited partnership’s investment in the Operating Partnership inaccordance with the equity method of accounting, had previously reduced theinvestment limited partnership investment in the Operating Partnership to zero.Accordingly, a gain on the transfer of the Operating Partnership of theproceeds from the sale, net of the overhead and expense reimbursement, has beenrecorded in the amount of $630 as of March 31, 2007.

 

In January 2007, theinvestment general partner of Manning Properties Limited Partnership approvedan agreement to sell the property and the transaction closed on October 23,2007.  The sales price of the propertywas $814,243, which equals the outstanding mortgage balance of approximately$814,243.  Although there were noproceeds available from the sale, Manning Properties Limited Partnershipreceived a seller’s fee totaling $52,944. The investment limited partner received $26,878 of the seller’sfee.  Of the total proceeds received,$2,700 represents reporting fees due to an affiliate of the investmentpartnership and the balance represents proceeds from the sale.  Of the remaining proceeds, $7,500 was paid toBCAMLP for expenses related to the sale, which includes third party legalcosts.  The remaining proceeds from thesale of $16,678 were returned to cash reserves held by Series 11.  The monies held in cash reserveswill be utilized to pay current operating expenses, accruedbut unpaid asset management fees, and accrued but unpaid expenses of theinvestment partnership. After all outstanding obligations of the investmentpartnership are satisfied, any remaining monies will be distributed basedon the number of BACs held by each investor at the time of distribution.  Annual losses generated by the OperatingPartnership, which were applied against the investment partnership’s investmentin the Operating Partnership in accordance with the equity method ofaccounting, had previously reduced the investment in the Operating Partnershipto zero.  Accordingly, a gain on the saleof the Operating Partnership of the proceeds from the sale, net of the overheadand expenses, has been recorded in the amount of $16,678 as of December 31,2007. The sale of the Operating Partnership had been recognized as of December 31,2007, and the proceeds were received in the first quarter of 2008.

 

In January 2007, theinvestment general partner of Denmark Properties Limited Partnership I approvedan agreement to sell the property and the transaction closed on October 23,2007.  The sales price of the propertywas $926,654,

 

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which includes theoutstanding mortgage balance of approximately $747,689 and cash proceeds to theinvestment limited partner of $152,207. Of the total proceeds received, $3,600 represents reporting fees due toan affiliate of the investment partnership and the balance represents proceedsfrom the sale.  Of the remainingproceeds, $7,500 was paid to BCAMLP for expenses related to the sale, whichincludes third party legal costs.  Theremaining proceeds from the sale of $141,107 were returned to cash reservesheld by Series 11.  The monies heldin cash reserves will be utilized to pay current operating expenses,accrued but unpaid asset management fees, and accrued but unpaid expenses ofthe investment partnership. After all outstanding obligations of the investmentpartnership are satisfied, any remaining monies will be distributed basedon the number of BACs held by each investor at the time of distribution. Annuallosses generated by the Operating Partnership, which were applied against theinvestment partnership’s investment in the Operating Partnership in accordancewith the equity method of accounting, had previously reduced the investment inthe Operating Partnership to zero. Accordingly, a gain on the sale of the Operating Partnership of theproceeds from the sale, net of the overhead and expenses, has been recorded inthe amount of $141,107 as of December 31, 2007. The sale of the OperatingPartnership had been recognized as of December 31, 2007, and the proceedswere received in the first quarter of 2008.

 

In January 2008, theinvestment general partner transferred its interest in Metter Limited to anon-affiliated entity for its assumption of the outstanding mortgage balance ofapproximately $1,412,226 and cash proceeds to the investment partnership of$45,191. Of the total proceeds received, $1,836 represents reporting fees dueto an affiliate of the investment partnership and the balance representsproceeds from the transfer. Of the remaining proceeds, $15,000 was paid toBCAMLP for expenses related to the transfer, which includes third party legalcosts.  The remaining proceeds of $28,355will be returned to cash reserves held by Series 11. The monies held incash reserves will be utilized to pay current operating expenses, accrued butunpaid asset management fees, and accrued but unpaid expenses of the investmentpartnership.  After all outstandingobligations of the investment partnership are satisfied, any remaining monieswill be distributed based on the number of BACs held by each investor at thetime of distribution.  Annual lossesgenerated by the Operating Partnership, which were applied against theinvestment partnership’s investment in the Operating Partnership in accordancewith the equity method of accounting, had previously reduced the investment inthe Operating Partnership to zero. Accordingly, a gain on the sale of the Operating Partnership of theproceeds from the sale, net of the overhead and expenses, has been recorded inthe amount of $28,355 as of March 31, 2008.

 

In May 2008, theinvestment general partner entered into an agreement to transfer its interestin El Dorado Springs Estates LP to anentity affiliated with the operating general partner for its assumption of theoutstanding mortgage balance of approximately $561,702and anticipated cash proceeds to the investment partnership of $25,680. The transaction is anticipated to close in July 2008.  Of the totalproceeds anticipated to be received, it is anticipated that $5,000 will be paidto BCAMLP for expenses related to the transfer, which includes third partylegal costs.  The remaining proceeds of $20,680 is anticipated to be returned to cashreserves held by Series 11.  The monies held in cash reserves will beutilized to pay current operating expenses, accrued but unpaid asset managementfees, and accrued but unpaid expenses of the investment partnership.  After all outstanding obligations of theinvestment partnership are satisfied, any remaining monies will be distributedbased on the number of BACs held by each investor at the time of distribution.

 

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In May 2008, theinvestment general partner entered into an agreement to transfer its interestin Nevada Manor, LP to an entityaffiliated with the operating general partner for its assumption of theoutstanding mortgage balance of approximately $626,534and anticipated cash proceeds to the investment partnership of $25,680. The transaction is anticipated to close in July 2008.  Of the totalproceeds anticipated to be received, it is anticipated that $5,000 will be paidto BCAMLP for expenses related to the transfer, which includes third partylegal costs.  The remaining proceeds of $20,680 is anticipated to be returned to cashreserves held by Series 11.  The monies held in cash reserves will beutilized to pay current operating expenses, accrued but unpaid asset managementfees, and accrued but unpaid expenses of the investment partnership.  After all outstanding obligations of theinvestment partnership are satisfied, any remaining monies will be distributedbased on the number of BACs held by each investor at the time of distribution.

 

(Series 12).  As of March 31, 2008 and 2007, theaverage Qualified Occupancy for the series was 100% and 99.8%,respectively.  The series had a total of33 properties at March 31, 2008, all of which were at 100% qualifiedoccupancy.

 

For the tax years ended December 31,2007 and 2006, the series, in total, generated $1,976,555 and $1,683,978,respectively, in passive income tax losses that were passed through to theinvestors, and also provided $.00, respectively, in tax credits per BAC to theinvestors.

 

As of March 31, 2008and 2007, the Investments in Operating Partnerships for Series 12 was $0and $69,772, respectively. Investments in Operating Partnerships was affectedby the way the Partnership accounts for such investments, the equitymethod.  By using the equity method thePartnership adjusts its investment cost for its share of each OperatingPartnership’s results of operations and for any distributions received oraccrued.

 

For the years ended March 31,2008, and 2007, the net income (loss) for series 12 was $(155,935) and$685,643, respectively.  The majorcomponents of these amounts are the Fund’s share of income (losses) fromOperating Partnership and the fund management fee.

 

In September of2001, the investment general partner became aware that unauthorizeddistributions in excess of Rural Development’s (mortgagor) allowable limitswere made to the operating general partner of Cananche Creek LimitedPartnership (Cananche Creek Apartments) and Shawnee Ridge Limited Partnership(Shawnee Ridge Apartments). These unauthorized distributions have beenclassified as receivables from the operating general partner on the OperatingPartnerships’ audited financial statements as of December 31, 2004.

 

The investment generalpartner is actively seeking the immediate return of these funds through theestate of the operating general partner. Claims in the name of the individualOperating Partnerships have been filed against the estate.  On May 30, 2003, the investment generalpartner filed a complaint for the damages suffered from the misappropriationsof funds against the operating general partner, the certified public accountantwho performed audits of the properties, a related corporation of the operatinggeneral partner which received some of the misappropriated funds, and theformer and current management companies. On May 24, 2004, a Settlement Agreement was successfully mediatedwith all parties named in the complaint filed in May of 2003.  Currently, all legal action has beensuspended pending the fulfillment of the terms of the Agreement.  Under the terms of the Agreement the estatewill provide the investment general partner with quarterly accounting

 

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records, and if funds areavailable, make payments to the investment general partner against amounts owedto the Operating Partnerships.  On April 9,2004, the mortgagor approved the proposed removal of the operating generalpartner. The new operating general partner is an entity related to theinvestment general partner. The investment general partner and the newoperating general partner have initiated the process of selling theproperties.  Any such sale will occur atthe conclusion of the 15 year tax credit compliance periods. In November 2006,a Revised Settlement Agreement was entered into with the estate of the formeroperating general partner.  Under theRevised Agreement the estate paid $200,000 and forfeited its interest in thevarious Operating Partnerships as well as the other partnerships involved inthe litigation, which are located in Virginia. The monies received are being applied to each Operating Partnership toreduce the monies misappropriated by the former deceased operating general partnerin proportion to the total amount misappropriated from all partnershipsinvolved in the litigation. Under the terms of the Revised Agreement amountsthat would have been paid to the estate through a capital transaction or cashflow will be utilized to repay the remaining misappropriated funds.

 

In April 2008, theinvestment general partner of Cananche Creek, Limited Partnership approved anagreement to sell the property and the transaction is anticipated to close in December 2008.The anticipated sales price for the property is $1,711,212, which includes theoutstanding mortgage balance of approximately $1,197,046 and cash proceeds tothe investment limited partners of $514,166. Of the total proceeds anticipated to be received, $7,840 represents reportingfees due to an affiliate of the investment partnership and the balancerepresents proceeds from the sale.  Ofthe remaining proceeds, it is anticipated that $15,000 will be paid to BCAMLPfor expenses related to the sale, which includes third party legal costs.  The remaining proceeds from the sale of$491,326 are anticipated to be returned to cash reserves held by Series 12.  The monies held in cash reserveswill be utilized to pay current operating expenses, accruedbut unpaid asset management fees, and accrued but unpaid expenses of the investmentpartnership. After all outstanding obligations of the investment partnershipare satisfied, any remaining monies will be distributed based on thenumber of BACs held by each investor at the time of distribution.

 

In April 2008, theinvestment general partner of Shawnee Ridge, L.P. approved an agreement to sellthe property and the transaction is anticipated to close in December 2008.The anticipated sales price for the property is $800,121, which includes theoutstanding mortgage balance of approximately $646,503 and cash proceeds to theinvestment limited partners of $153,618. Of the total proceeds anticipated to be received, $6,280 representsreporting fees due to an affiliate of the investment partnership and thebalance represents proceeds from the sale. Of the remaining proceeds, it is anticipated that $15,000 will be paidto BCAMLP for expenses related to the sale, which includes third party legalcosts.  The remaining proceeds from thesale of $132,338 is anticipated to be returned to cash reserves held by Series 12.  The monies held in cash reserveswill be utilized to pay current operating expenses, accruedbut unpaid asset management fees, and accrued but unpaid expenses of theinvestment partnership. After all outstanding obligations of the investmentpartnership are satisfied, any remaining monies will be distributed basedon the number of BACs held by each investor at the time of distribution.

 

Union Baptist PlazaApartments (Union Baptist Plaza, Limited Partnership), located in Springfield,Illinois, consists of 24 units. Historically, the property struggled, and as aresult, an affiliate of the investment general partner took over the role ofco-general partner of the Operating

 

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Partnership.Subsequently, the other co-operating general partner of the OperatingPartnership entered into an agreement to assume the outstanding mortgage of theproperty and purchase the interests of the investment general partner, thespecial limited partner, and the related co-operating general partner. Thetransaction closed on September 15, 2006. After assumption of theoutstanding mortgage balance of approximately $349,210, the cash proceeds tothe investment limited partner were $80,000. Of the total proceeds received,$30,000 represents reporting fees due to an affiliate of the investmentpartnership; $7,500 was paid to BCAMLP for expenses incurred as a result of theredemption transaction, which include third party legal costs; and theremaining proceeds of $42,500 were returned to cash reserves held by Series 12.  The monies held in cash reserves will beutilized to pay current operating expenses, accrued but unpaid asset managementfees, and accrued but unpaid expenses of the investment partnership.  After all outstanding obligations of theinvestment partnership are satisfied, any remaining monies will be distributedbased on the number of BACs held by each investor at the time of distribution.Annual losses generated by the Operating Partnership, which were appliedagainst the investment partnership’s investment in the Operating Partnership inaccordance with the equity method of accounting, had previously reduced theinvestment in the Operating Partnership to zero.  Accordingly, a gain on the sale of theOperating Partnership of the proceeds from the sale, net of the overhead andexpense reimbursement, has been recorded in the amount of $42,500 as of September 30,2006.

 

In the fourth quarter of2006, the investment general partner of Dallas Apartments II entered into anagreement to sell the property and the transaction closed on April 25,2007.  The sales price for the propertywas $1,695,800, which includes the outstanding mortgage balance ofapproximately $1,387,536 and cash proceeds to the investment partnership of$76,998, $14,876, and $62,122 for Series 10, Series 11, and Series 12,respectively.  Of the total proceedsreceived, $5,000, $966, and $4,034 for Series 10, Series 11, and Series 12,respectively, represents reporting fees due to an affiliate of the investmentpartnership and the balance represents proceeds from the sale.  Of the remaining proceeds received, $3,750,$725, and $3,025 for Series 10, Series 11, and Series 12,respectively, was paid to BCAMLP for expenses related to the sale, whichincludes third party legal costs.  Theremaining proceeds from the sale of $68,248, $13,185, and $55,063, for Series 10,Series 11, and Series 12, respectively, will be returned to cashreserves.  The monies held in cashreserves will be utilized to pay current operatingexpenses, accrued but unpaid asset management fees, and accrued but unpaidexpenses of the investment partnership. After all outstanding obligations ofthe investment partnership are satisfied, any remaining monies will be distributedbased on the number of BACs held by each investor at the time of distribution.Annual losses generated by the Operating Partnership, which were appliedagainst the investment limited partner’s investment in the OperatingPartnership in accordance with the equity method of accounting, had previouslyreduced the investment in the Operating Partnership to zero.  Accordingly, a gain on the transfer of theOperating Partnership has been recorded in the amount of $68,248, $13,185, and$55,063 for Series 10, Series 11, and Series 12, respectively,as of June 30, 2007. On August 21, 2007, additional sale proceeds of$3,036 were received after the liquidation of the Operating Partnership wasfinalized. ****The additional proceeds of $1,518,$293 and $1,225 for Series 10, 11, and 12, respectively, were recorded asa gain on the transfer of the Operating Partnership and were returned to thecash reserves as of September 30, 2007******.**

 

In the fourth quarter of2006, the investment general partner of Newnan Apartments II LP entered into anagreement to sell the property and the transaction closed on April 25,2007. The sales price for the property was

 

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$2,190,000, whichincludes the outstanding mortgage balance of approximately $1,784,003 and cashproceeds to the investment partnership of $102,514, $28,212, and $74,302, for Series 10,Series 11, and Series 12, respectively.  Of the total proceeds received, $2,500, $688,and $1,812, for Series 10, Series 11, and Series 12, respectively,represents reporting fees due to an affiliate of the investment partnership andthe balance represents proceeds from the sale. Of the remaining proceeds received, $3,750, $1,032, and $2,718, for Series 10,Series 11, and Series 12, respectively, was paid to BCAMLP forexpenses related to the sale, which includes third party legal costs.  The remaining proceeds from the sale of$96,264, $26,492, and $69,772, for Series 10, Series 11, and Series 12,respectively, will be returned to cash reserves.  The monies held in cash reserve willbe utilized to pay current operating expenses, accrued butunpaid asset management fees, and accrued but unpaid expenses of the investmentpartnership. After all outstanding obligations of the investment partnershipare satisfied, any remaining monies will be distributed based on thenumber of BACs held by each investor at the time of distribution. The remainingproceeds from the sale of $96,264, $26,492, and $69,772, for Series 10, Series 11,and Series 12, respectively, were applied against the remaining balance inthe investment limited partner’s investment in the Operating Partnership inaccordance with the equity method of accounting, reducing the investment in theOperating Partnership to zero. Therefore, no gain or loss on the transfer of the Operating Partnershipwas recorded as of June 30, 2007. On August 21, 2007, additional sale proceeds of $6,875 werereceived after the liquidation of the Operating Partnership was finalized. ****The additional proceeds of $3,438, $947 and $2,490for Series 10, 11, and 12, respectively, will be recorded as a gain on thetransfer of the Operating Partnership and will be returned to the cash reservesas of September 30, 2007******.**

 

Lakeridge Apartments ofEufala, Ltd. (Lakeridge Apts.) is a 30-unit development located in Eufala, AL.The property is located in a rural area with a stagnant economy. Occupancydropped significantly in 2006, and management began to focus their attention onmarketing and leasing.   Their aggressiveefforts, coupled with the reissuing of Section 8 vouchers in March 2007,resulted in an increase in occupancy to a 2007 average of 85% with abovebreakeven operations.   Through the firstquarter of 2008, average occupancy continued to increase to 89% and minimalcash was generated.  The operatinggeneral partner’s guarantee expired in 2001; however, they have continued tofund deficits as needed.  All insurance,real estate tax and mortgage payments are current.  On December 31, 2005, the 15-year lowincome housing tax credit compliance period expired with respect to LakeridgeApartments of Eufala, Ltd. The investment general partner is in the process ofexploring various disposition opportunities consistent with the investmentobjectives of the investment partnership.

 

Fort Smith HousingAssociates (Yorkshire Townhomes) is a 50-unit property located in Fort Smith,AR.  In 2007, occupancy improved to 92%for the year and operating expenses were significantly reduced.  Despite this improvement, the propertycontinued to operate below breakeven, as occupancy is still not high enough tosupport operating expenses.  Through thefirst three months of 2008, occupancy is averaging 91% and the propertycontinued to operate below breakeven.  In2007, the operating general partner replaced the management company for thesecond time in a year due to an abundance of tenant file errors and poor costscontrol.  Since management was released,there has been no full time site manager; however, they are in process ofhiring a prospect and should have someone in place by the end of May 2008.  In April 2008, the property was impactedby tornado damage.  A significant portionof the property was damaged including exterior fascia, windows and allroofs.  The operating general partner isstill coordinating with the insurance company to

 

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attain a figure forproceeds.  Window damage is estimated atapproximately $5,000 and damage to the roofs will mainly involve shingle andvent replacement, which should not be too costly.  The operating general partner and theinsurance company are negotiating the siding replacement, as the insurancecompany wants to just replace damaged areas versus the full siding per theoperating general partner’s request. Fortunately the property did not sustain any structural damage.  The operating general partner has stated thatthey intend to replace the entire siding of the affected building regardless ofthe insurance decision.  The deductibleis $25,000; however, a number of the operating general partner’s propertieswere affected, so the deductible will be spread out over a number ofproperties.  None of the tenants weredisplaced as a result of the damage.  Theinvestment general partner will continue to monitor occupancy and operationsand follow up on the insurance proceeds and progress of work.  The operating general partner will continueto fund operating deficits as needed. The mortgage, real estate tax and insurance payments are all current;however, the operating general partner is not funding the replacement reserveaccount.

 

During March 2006,the investment general partner of Brandywood Limited Partnership entered intoan agreement to sell the property to a non-affiliated entity and thetransaction closed on January 11, 2007. The sales price was $2,500,000, which includes the outstanding mortgagebalance of approximately $1,522,460, and net proceeds to the investmentpartnership of $799,093. Of the total net proceeds received, $183,897 was paidto the former operating general partner for amounts advanced to the OperatingPartnership.  The investment limitedpartner received proceeds of $615,175. Of the total proceeds received, $117,275represented reimbursement of funds previously advanced by the investmentlimited partnership and an affiliate of the investment limited partnership, and$49,375 represented reporting fees due to BCAMLP.  Of the proceeds received, $7,500 was paid toBCAMLP for expenses related to the sale, which includes third party legalcosts. The remaining proceeds from the sale of $441,026 were returned to cashreserves held by Series 12. The monies held in cash reserveswill be utilized to pay current operating expenses, accruedbut unpaid asset management fees, and accrued but unpaid expenses of theinvestment partnership. After all outstanding obligations of the investmentpartnership are satisfied, any remaining monies will be distributed basedon the number of BACs held by each investor at the time of distribution.  Annual losses generated by the OperatingPartnership, which were applied against the investment partnership’s investmentin the Operating Partnership in accordance with the equity method ofaccounting, had previously reduced the investment in the Operating Partnershipto zero.  Accordingly, a gain on the saleof the Operating Partnership of the proceeds from the sale, net of the overheadand expense reimbursement, has been recorded in the amount of $558,301 as of March 31,2007.

 

Hamilton Village LimitedPartnership is a 20-unit family development located in Preston, GA.  On December 31, 2007, the 15-year lowincome housing tax credit compliance period expired with respect to HamiltonVillage Limited Partnership.  Theinvestment general partner is in the process of exploring various dispositionopportunities consistent with the investment objectives of the investmentpartnership.  Through the first quarterof 2008, the property averaged 100% occupancy, consistent with historicaverages.  All mortgage, real estate taxand insurance payments are current.

 

In February 2006,the investment general partner entered into an agreement to transfer 50% of itsinterest in Nye County Associates to an entity affiliated with the operatinggeneral partner for its assumption of 50% of the outstanding mortgage balanceof approximately $666,140 and cash proceeds to the investment limited partnerof $23,705. Of the proceeds received, $13,705 represented reporting fees due toan affiliate of the investment partnership

 

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and the balancerepresented proceeds from the sale.  Ofthe remaining proceeds, $5,000 was paid to BCAMLP for expenses related to thesale, which included third party legal costs. The remaining proceeds of $5,000 were returned to cash reserves held by Series 12.  The monies held in cash reserves will beutilized to pay current operating expenses, accrued but unpaid asset managementfees, and accrued but unpaid expenses of the investment partnership.  After all outstanding obligations of theinvestment partnership are satisfied, any remaining monies will be distributedbased on the number of BACs held by each investor at the time of distribution.  Accordingly, a gain on the sale of theOperating Partnership of the proceeds from the sale, net of the overhead andexpenses, has been recorded in the amount of $5,000 as of March 31, 2006.  In January 2007, the investment limitedpartner transferred the remaining 50% of its interest to the same affiliatedentity for cash proceeds to the investment limited partner of $23,705. Theproceeds of $23,705 were returned to cash reserves held by Series 12.Annual losses generated by the Operating Partnership, which were appliedagainst the investment partnership’s investment in the Operating Partnership inaccordance with the equity method of accounting, had previously reduced theinvestment in the Operating Partnership to zero.  Accordingly, a gain on the sale of theOperating Partnership of the proceeds from the sale, net of the overhead andexpenses, has been recorded in the amount of $23,705 as of March 31, 2007.

 

In August 2006, theinvestment general partner entered into an agreement to transfer its interestin Bucksport Park Associates, LP to an entity affiliated with the operatinggeneral partner for its assumption of the outstanding mortgage balance ofapproximately $1,334,233 and cash proceeds to the investment limited partner of$16,803. Of the proceeds received $7,290 represent reporting fees due to anaffiliate of the investment partnership and the balance represent proceeds fromthe sale. Of the remaining proceeds $1,445 was paid to BCAMLP for expensesrelated to the sale, which includes third party legal costs.  The remaining proceeds of $8,068 will bereturned to cash reserves held by Series 12.  The monies held in cash reserves will beutilized to pay current operating expenses, accrued but unpaid asset managementfees, and accrued but unpaid expenses of the investment partnership.  After all outstanding obligations of theinvestment partnership are satisfied, any remaining monies will be distributedbased on the number of BACs held by each investor at the time of distribution.Annual losses generated by the Operating Partnership, which were appliedagainst the investment partnership’s investment in the Operating Partnership inaccordance with the equity method of accounting, had previously reduced theinvestment in the Operating Partnership to zero.  Accordingly, a gain on the sale of theOperating Partnership of the proceeds from the sale, net of the overhead andexpense reimbursement, has been recorded in the amount of $8,068 as of September 30,2006.

 

In August 2006, theinvestment general partner entered into an agreement to transfer its interestin Cornish Park Associates, LP to an entity affiliated with the operatinggeneral partner for its assumption of the outstanding mortgage balance ofapproximately $1,417,111 and cash proceeds to the investment limited partner of$23,612. Of the proceeds received $14,455 represent reporting fees due to anaffiliate of the investment partnership and the balance represent proceeds fromthe sale. Of the remaining proceeds $1,391 was paid to BCAMLP for expensesrelated to the sale, which includes third party legal costs.  The remaining proceeds of $7,766 will bereturned to cash reserves held by Series 12.  The monies held in cash reserves will be utilizedto pay current operating expenses, accrued but unpaid asset management fees,and accrued but unpaid expenses of the investment partnership.  After all outstanding obligations of theinvestment partnership are satisfied, any remaining monies will be distributedbased on the number

 

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of BACs held by eachinvestor at the time of distribution. Annual losses generated by the OperatingPartnership, which were applied against the investment partnership’s investmentin the Operating Partnership in accordance with the equity method ofaccounting, had previously reduced the investment in the Operating Partnershipto zero.  Accordingly, a gain on the saleof the Operating Partnership of the proceeds from the sale, net of the overheadand expense reimbursement, has been recorded in the amount of $7,766 as of September 30,2006.

 

In August 2006, theinvestment general partner entered into an agreement to transfer its interestin Nanty Glo House Associates, LP to an entity affiliated with the operatinggeneral partner for its assumption of the outstanding mortgage balance ofapproximately $1,437,378 and cash proceeds to the investment limited partner of$21,585. Of the proceeds received $16,806 represent reporting fees due to anaffiliate of the investment partnership and the balance represent proceeds fromthe sale. Of the remaining proceeds $726 was paid to BCAMLP for expensesrelated to the sale, which includes third party legal costs.  The remaining proceeds of $4,053 will bereturned to cash reserves held by Series 12.  The monies held in cash reserves will beutilized to pay current operating expenses, accrued but unpaid asset managementfees, and accrued but unpaid expenses of the investment partnership.  After all outstanding obligations of theinvestment partnership are satisfied, any remaining monies will be distributedbased on the number of BACs held by each investor at the time of distribution.Annual losses generated by the Operating Partnership, which were appliedagainst the investment partnership’s investment in the Operating Partnership inaccordance with the equity method of accounting, had previously reduced theinvestment in the Operating Partnership to zero.  Accordingly, a gain on the sale of the OperatingPartnership of the proceeds from the sale, net of the overhead and expensereimbursement, has been recorded in the amount of $4,053 as of September 30,2006.

 

Briarwick ApartmentsLimited, A KY Limited Partnership (Briarwick Apartments) is a 40-unit familydevelopment located in Nicholasville, KY. On December 31, 2006, the 15-year low income housing tax creditcompliance period expired with respect to Briarwick Apartments Limited.  The investment general partner is in theprocess of exploring various disposition opportunities consistent with theinvestment objectives of the investment partnership.  In 2007 the Operating Partnership operated ata significant loss due to high operating expenses and declining occupancy.  Operating expenses are primarily driven byadministrative costs and maintenance expenses related to the age of theproperty as well as the condition of units upon turnover.  Low occupancy is the result of the property’sadvanced age, which has made it uncompetitive in the local rental market.  Management continues to lose residents tonewer developments offering more space and superior amenity packages.  The mortgage, real estate tax and insurancepayments are current.  The operatinggeneral partner’s obligation to fund operating deficits is limited to $50,840per year.

 

Los Caballos II LimitedPartnership (Los Caballos II Apartments) was a 24-unit, family complex locatedin Hatch, New Mexico.  On August 14,2006, flash floods caused significant damage to the property.  The county building inspector determined theproperty was a complete loss.  On January 10,2007, the operating general partner had a meeting with the Village of Hatch,representatives from Federal Emergency Management Agency, and Rural Development(RD).  It was determined that theproperty would be demolished and would not be rebuilt.  Demolition was completed in June 2007.The existing mortgage, of which RD suspended all payments on until the propertywas reconstructed, will be assumed by a new partnership.  The existing

 

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liability willsubsequently be removed from the Operating Partnership.  For tax purposes, this event will not beclassified as an early extinguishment of debt.

 

The parcel held by theOperating Partnership will not be the location of the newly constructedproject.  The new project will be on an adjacent property outside of theflood zone.  The plan is to have a new partnership absorb the mortgagedebt from the Operating Partnership.  The operating general partner hasrequested that RD approve a ‘Transfer of Assets’ that will move all debt andcash assets to a separate entity but will retain the land.  If RD acceptsthis transfer, it will effectively reduce the total debt from approximately$60,000 to $0, and will leave the land in the name of the OperatingPartnership.  As the debt still existsand is simply guaranteed by a new entity, it will not count as ‘forgiveness ofdebt’ by RD.  An appraisal of the land was completed on May 25,2007.  The land value is estimated at $75,000. Depending on the market,liquidation of the land will either be attempted in conjunction with thetransfer of assets or at a later date.  At which point, the process ofdissolving the Operating Partnership can begin.

 

In November 2006,the investment general partner transferred 50% of its interest in WoodsideApartments to an entity affiliated with the operating general partner for itsassumption of half of the outstanding mortgage balance of approximately$561,912 and cash proceeds to the investment limited partner of $11,078. Of theproceeds received, $5,539 represented reporting fees due to an affiliate of theinvestment partnership and the balance represented proceeds from thetransfer.  The remaining proceeds of$5,539 were returned to cash reserves held by Series 12. The monies heldin cash reserves will be utilized to pay current operatingexpenses, accrued but unpaid asset management fees, and accrued but unpaidexpenses of the investment partnership. After all outstanding obligations ofthe investment partnership are satisfied, any remaining monies willbe distributed based on the number of BACs held by each investor at thetime of distribution.** **Annual losses generated by theOperating Partnership, which were applied against the investment limitedpartnership’s investment in the Operating Partnership in accordance with theequity method of accounting, had previously reduced the investment limitedpartnership investment in the Operating Partnership to zero. Accordingly, again on the partial transfer of the Operating Partnership of the proceeds fromthe sale, net of the overhead and expense reimbursement, has been recorded inthe amount of $5,539 as of December 31, 2006. The transfer of theOperating Partnership had been recognized as of December 31, 2006, and theproceeds were received in the first quarter of 2007.

 

In December 2007,the investment general partner transferred the remaining 50% interestinvestment limited partner interest in the Woodside Apartments to an entity affiliatedwith the operating general partner for its assumption of half the outstandingmortgage balance of approximately $559,126 and cash proceed to the investmentlimited partner of $11,078. Of the proceeds received, $5,261 representedreporting fees due to an affiliate of the investment partnership and thebalance represented proceeds from the transfer. Of the total proceeds received, $7,500 was paid to BCAMLP for expensesrelated to the transfer, which includes third party legal costs.  Annual losses generated by the OperatingPartnership, which were applied against the investment limited partnership’sinvestment in the Operating Partnership in accordance with the equity method ofaccounting, had previously reduced the investment limited partnership investmentin the Operating Partnership to zero. Accordingly, a loss on the partialtransfer of the Operating Partnership of the proceeds from the sale, net of theoverhead and expense reimbursement, has been recorded in the amount of $1,683as of

 

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December 31, 2007.The transfer of the Operating Partnership had been recognized as of December 31,2007, and the proceeds were received in the first quarter of 2008.

 

In December 2006,the investment general partner exercised an option to transfer their interestin Springfield Housing Associates Limited Partnership to an affiliated entityof the operating general partner for its assumption of the outstanding mortgagebalance of $3,921,906 and cash proceeds to the investment limited partner of$35,780 (Series 9) and $81,877 (Series 12).  The transaction closed in January 2007.Of the total proceeds received, $70,000 represents reporting fees due to anaffiliate of the investment partnership and the balance represents proceedsfrom the sale.  Of the proceeds received,$2,281 (Series 9) and $5,219 (Series 12) was paid to BCAMLP forexpenses related to the sale, which includes third party legal costs. Theremaining proceeds from the sale of $12,212 and $27,945 were returned to cashreserves held by Series 9 and Series 12, respectively. The moniesheld in cash reserves will be utilized to pay current operating expenses,accrued but unpaid asset management fees, and accrued but unpaid expenses ofthe investment partnership.  After alloutstanding obligations of the investment partnership are satisfied, anyremaining monies will be distributed based on the number of BACs held by eachinvestor at the time of distribution. Annual losses generated by the Operating Partnership, which were appliedagainst the investment limited partnership’s investment in the OperatingPartnership in accordance with the equity method of accounting, had previouslyreduced the investment limited partnership investment in the OperatingPartnership to zero. Accordingly, a gain on the transfer of the OperatingPartnership of the proceeds from the sale, net of the overhead and expensereimbursement, has been recorded in the amount of $12,212 for Series 9 and$27,945 for Series 12 as of March 31, 2007.

 

In December 2006,the investment general partner transferred its interest in Franklin II LimitedPartnership to an entity affiliated with the operating general partner for itsassumption of the outstanding mortgage balance and cash proceeds to theinvestment limited partner of $10. The cash proceeds were returned to cashreserves held by Series 12. The monies held in cash reserves will be utilizedto pay current operating expenses, accrued but unpaid asset management fees,and accrued but unpaid expenses of the investment partnership. After alloutstanding obligations of the investment partnership are satisfied, anyremaining monies will be distributed based on the number of BACs held byeach investor at the time of distribution. In addition, the investment partnershipentered into an agreement with the Operating Partnership for receipt of aresidual payment if the property is later refinanced or sold by the OperatingPartnership. The residual payment will be $4,000 plus the capital transactionproceeds distributable to the investment partnership in accordance with theOperating Partnership agreement. Annual losses generated by the OperatingPartnership, which were applied against the investment limited partner’sinvestment in the Operating Partnership in accordance with the equity method ofaccounting, had previously reduced the investment in the Operating Partnershipto zero.  Accordingly, a gain on thetransfer of the Operating Partnership has been recorded in the amount of $10 asof December 31, 2006.  The transferof the Operating Partnership has been recognized as of December 31, 2006,and the proceeds were received in the first quarter of 2007.

 

In December 2006,the investment general partner transferred its interest in Windsor II LimitedPartnership to an entity affiliated with the operating general partner for itsassumption of the outstanding mortgage balance and cash proceeds to theinvestment limited partner of $10. The cash proceeds were returned to cashreserves held by Series 12. The monies held in cash reserves will be utilizedto pay current operating expenses, accrued but

 

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unpaid asset managementfees, and accrued but unpaid expenses of the investment partnership. After alloutstanding obligations of the investment partnership are satisfied, anyremaining monies will be distributed based on the number of BACs held byeach investor at the time of distribution. In addition, the investmentpartnership entered into an agreement with the Operating Partnership forreceipt of a residual payment if the property is later refinanced or sold bythe Operating Partnership. The residual payment will be $9,575 plus the capitaltransaction proceeds distributable to the investment partnership in accordancewith the Operating Partnership agreement in effect at the date the investmentlimited partner transferred its interest. Annual losses generated by theOperating Partnership, which were applied against the investment limitedpartner’s investment in the Operating Partnership in accordance with the equitymethod of accounting, had previously reduced the investment in the OperatingPartnership to zero.  Accordingly, a gainon the transfer of the Operating Partnership has been recorded in the amount of$10 as of December 31, 2006.  Thetransfer of the Operating Partnership has been recognized as of December 31,2006, and the proceeds were received in the first quarter of 2007.

 

In January 2007, theinvestment general partner transferred its interest in Clymer House Associates,LP to an entity affiliated with the operating general partner for itsassumption of the outstanding mortgage balance of approximately $1,087,414 andcash proceeds to the investment partnership of $24,124. Of the proceedsreceived, $13,048 represents reporting fees due to an affiliate of theinvestment partnership and the balance represents proceeds from the sale. Ofthe remaining proceeds $1,391 was paid to BCAMLP for expenses related to thesale, which includes third party legal costs. The remaining proceeds of $9,685 were returned to cash reserves held by Series 12.  The monies held in cash reserves will beutilized to pay current operating expenses, accrued but unpaid asset managementfees, and accrued but unpaid expenses of the investment partnership.  After all outstanding obligations of theinvestment partnership are satisfied, any remaining monies will be distributedbased on the number of BACs held by each investor at the time of distribution.  Annual losses generated by the OperatingPartnership, which were applied against the investment limited partner’sinvestment in the Operating Partnership in accordance with the equity method ofaccounting, had previously reduced the investment in the Operating Partnershipto zero.  Accordingly, a gain on thetransfer of the Operating Partnership has been recorded in the amount of $9,685as of March 31, 2007.

 

In November 2006,the investment general partner of Parkwood Commons Limited Partnership enteredinto an agreement to sell the property and the transaction closed on January 31,2007.  Cash proceeds to the investmentlimited partners were $550,373 (Series 10), $206,032 (Series 12) and$206,032 (Series 14). Of the proceeds received, $4,289 (Series 10),$1,606 (Series 12) and $1,606 (Series 14) were paid to BCAMLP forexpenses related to the sale, which includes third party legal costs. Theremaining proceeds from the sale of $546,084, $204,426 and $204,426 werereturned to cash reserves held by Series 10, Series 12 and Series 14,respectively.  The monies held in cashreserves will be utilized to pay current operatingexpenses, accrued but unpaid asset management fees, and accrued but unpaidexpenses of the investment partnership. After all outstanding obligations ofthe investment partnership are satisfied, any remaining monies willbe distributed based on the number of BACs held by each investor at thetime of distribution.  A gain on the saleof the Operating Partnership of the proceeds from the sale, net of the expenseand overhead reimbursement, has been recorded in the amount of $487,967,$186,471, and $204,426 for Series 10, Series 12, and Series 14,respectively, as of March 31, 2007. The gain recorded represented the proceeds received by the investmentlimited partner, net of their remaining investment balance and their share ofthe disposition fee and expenses.

 

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In November 2007,the investment general partner entered into an agreement to transfer itsinterest in Marlboro Place, Phase II Limited Partnership to an entityaffiliated with the operating general partner for its assumption of theoutstanding mortgage balance of approximately $802,994 and cash proceeds to theinvestment limited partner of $15,414. Of the total proceeds to be received, $7,581 represents reporting feesdue to an affiliate of the investment partnership and the balance representsproceeds from the transfer.  Of theremaining proceeds, $7,500 was paid to BCAMLP for expenses related to thetransfer, which includes third party legal costs.  The remaining proceeds of $333 will bereturned to cash reserves held by Series 12.  The monies held in cash reserves will beutilized to pay current operating expenses, accrued but unpaid asset managementfees, and accrued but unpaid expenses of the investment partnership.  After all outstanding obligations of theinvestment partnership are satisfied, any remaining monies will be distributedbased on the number of BACs held by each investor at the time ofdistribution.  Annual losses generated bythe Operating Partnership, which were applied against the investment limitedpartner’s investment in the Operating Partnership in accordance with the equitymethod of accounting, had previously reduced the investment in the OperatingPartnership to zero.  Accordingly, a gainon the transfer of the Operating Partnership has been recorded in the amount of$333 as of December 31, 2007. The transfer of the Operating Partnershiphad been recognized as of December 31, 2007, and the proceeds werereceived in the first quarter of 2008.

 

In May 2008, theinvestment general partner entered into an agreement to transfer its interestin Portales Estates LP to an entityaffiliated with the operating general partner for its assumption of theoutstanding mortgage balance of approximately $139,5236and anticipated cash proceeds to the investment partnership of $47,080. The transaction is anticipated to close in July 2008.  Of the totalproceeds anticipated to be received, it is anticipated that $5,000 will be paidto BCAMLP for expenses related to the transfer, which includes third partylegal costs.  The remaining proceeds of $42,080 is anticipated to be returned to cashreserves held by Series 12.  The monies held in cash reserves will beutilized to pay current operating expenses, accrued but unpaid asset managementfees, and accrued but unpaid expenses of the investment partnership.  After all outstanding obligations of theinvestment partnership are satisfied, any remaining monies will be distributedbased on the number of BACs held by each investor at the time of distribution.

 

In July 2008, theinvestment general partner of Burkesville Properties entered into an agreementto transfer its interest to an entity affiliated with the operating generalpartner for its assumption of the outstanding mortgage balance of approximately$712,364 and cash proceeds to the investment limited partner of $27,600.  Of the total proceeds anticipated to bereceived, $5,000 will be paid to BCAMLP for expenses related to the transfer,which includes third party legal costs. The remaining proceeds of $22,600 will be returned to cash reserves heldby Series 12.  The monies held incash reserves will be utilized to pay current operating expenses, accrued butunpaid asset management fees, and accrued but unpaid expenses of the investmentpartnership.  After all outstandingobligations of the investment partnership are satisfied, any remaining monieswill be distributed based on the number of BACs held by each investor at thetime of distribution.

 

In July 2008, theinvestment general partner of Clarkson Properties, Ltd. entered into anagreement to transfer its interest to an entity affiliated with the operatinggeneral partner for its assumption of the outstanding mortgage balance of approximately$714,796 and cash proceeds to the investment limited partner of $27,600.  Of the total proceeds anticipated to bereceived, $5,000 will be paid to BCAMLP for expenses related to the

 

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transfer, which includesthird party legal costs.  The remainingproceeds of $22,600 will be returned to cash reserves held by Series 12.  The monies held in cash reserves will beutilized to pay current operating expenses, accrued but unpaid asset managementfees, and accrued but unpaid expenses of the investment partnership.  After all outstanding obligations of theinvestment partnership are satisfied, any remaining monies will be distributedbased on the number of BACs held by each investor at the time of distribution.

 

In July 2008, theinvestment general partner of Evanwood Properties, Ltd. entered into anagreement to transfer its interest to an entity affiliated with the operatinggeneral partner for its assumption of the outstanding mortgage balance ofapproximately $727,412 and cash proceeds to the investment limited partner of$27,600.  Of the total proceedsanticipated to be received, $5,000 will be paid to BCAMLP for expenses relatedto the transfer, which includes third party legal costs.  The remaining proceeds of $22,600 will bereturned to cash reserves held by Series 12.  The monies held in cash reserves will beutilized to pay current operating expenses, accrued but unpaid asset managementfees, and accrued but unpaid expenses of the investment partnership.  After all outstanding obligations of theinvestment partnership are satisfied, any remaining monies will be distributedbased on the number of BACs held by each investor at the time of distribution.

 

(Series 14).  As of March 31, 2008 and 2007, the averageQualified Occupancy for the series was 100% and 99.9%, respectively.  The series had a total of 75 properties at March 31,2008, all of which were at 100% qualified occupancy.

 

For the tax years ended December 31,2007 and 2006, the series, in total, generated $2,957,020 and $3,169,853,respectively, in passive income tax losses that were passed through to theinvestors, and also provided $.00, respectively, in tax credits per BAC to theinvestors.

 

As of March 31, 2008and 2007, the Investments in Operating Partnerships for Series 14 was$710,904 and $917,180, respectively. Investments in Operating Partnerships were affected by the way thePartnership accounts for such investments, the equity method.  By using the equity method the Partnershipadjusts its investment cost for its share of each Operating Partnership’sresults of operations and for any distributions received or accrued.

 

For the years ended March 31,2008, and 2007, the net loss for series 14 was $650,718 and $438,726,respectively.  The major components ofthese amounts are the Fund’s share of losses from Operating Partnership and thefund management fee.

 

Cottonwood Apartments II,A Limited Partnership (Cottonwood Apartments II) is a 24-unit developmentlocated in Cottonport, Louisiana.  During2006, the project suffered a complete loss of revenue on eight units that wereuninhabitable due to two separate grease fires. The operating general partner did receive insurance proceeds to repairthe fire damaged units, as well as some proceeds to cover rents.  Move-outs from evictions and a substantialrent increase caused occupancy to fluctuate throughout the year.  The evictions were the result of non-paymentof rent, lease violations, or suspected criminal activity.  The rent increase generated approximately$20,000 in increased revenue for the year. Management continues to seek ways to increase traffic and occupancy atthe site.  Current measures includeblanketing the immediate area with flyers, as well as working with localnon-profit agencies and area employers. Additionally, units are upgraded with new carpeting and vinyl flooringas needed to be more competitive with

 

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surroundingcomplexes.  The investment generalpartner will continue to monitor occupancy and assist management in findingways to increase qualified traffic.  Allreal estate tax, mortgage, and insurance payments are current. On December 31,2005, the 15-year low income housing tax credit compliance period expired with respectto Cottonwood Apartments II, A Limited Partnership.

 

In November 2005,the investment general partner of Briarwood II, Limited Partnership approved anagreement to sell the property and the transaction closed on November 2,2007.  The sales price of the propertywas $1,529,726 which includes the outstanding mortgage balance of approximately$1,447,134 and cash proceeds to the investment limited partner of $41,324.  Of the total proceeds received, $9,000 was paidto BCAMLP for expenses related to the sale, which includes third party legalcosts.  The remaining proceeds from thesale of $32,324 will be returned to cash reserves held by Series 14.  The monies held in cash reserveswill be utilized to pay current operating expenses, accruedbut unpaid asset management fees, and accrued but unpaid expenses of theinvestment partnership. After all outstanding obligations of the investmentpartnership are satisfied, any remaining monies will be distributed basedon the number of BACs held by each investor at the time of distribution. Annuallosses generated by the Operating Partnership, which were applied against theinvestment limited partner’s investment in the Operating Partnership inaccordance with the equity method of accounting, had previously reduced theinvestment in the Operating Partnership to zero.  Accordingly, a gain on the transfer of theOperating Partnership has been recorded in the amount of $32,324 as of December 31,2007.

 

In December 2006,the investment general partner of Series 14, Boston Capital Tax CreditFund III – Series 17 and Boston Capital Tax Credit Fund IV – Series 20transferred 33% of their interest in College Greene Rental Associates LimitedPartnership to entities affiliated with the operating general partners fortheir assumption of one third of the outstanding mortgage balance.  The cash proceeds received by Series 14,Series 17, and Series 20 were $25,740, $7,919, and $65,341,respectively. Of the proceeds received, $1,950, $599, and $4,951 for Series 14,Series 17, and Series 20, respectively, was paid to BCAMLP forexpenses related to the sale, which includes third party legal costs.  The remaining proceeds received by Series 14,Series 17, and Series 20 of $23,790, $7,320 and $60,390,respectively, were applied against the investment general partner’s investmentin the Operating Partnership in accordance with the equity method ofaccounting.  The remaining 67% investmentlimited partner interest is anticipated to be transferred as follows: 50% in January 2010for $150,000 and 17% in February 2011 for $51,000.  The future proceeds will be allocated to theinvestment limited partnerships based on their original equity investments inthe Operating Partnership.

 

In January 2007, theinvestment general partner of Summer Lane LP approved an agreement to sell theproperty and the transaction closed on October 23, 2007.  The sales price of the property was $954,982,which includes the outstanding mortgage balance of approximately $847,032 andcash proceeds to the investment limited partner of $47,212.  Of the total proceeds to be received, $14,966represents reporting fees due to an affiliate of the investment partnership andthe balance represents proceeds from the sale. Of the remaining proceeds, $7,500 was paid to BCAMLP for expensesrelated to the sale, which includes third party legal costs.  The remaining proceeds from the sale of$24,746 will be returned to cash reserves held by Series 14.  The monies held in cash reserveswill be utilized to pay current operating expenses, accruedbut unpaid asset management fees, and accrued but unpaid expenses of theinvestment partnership. After all outstanding obligations of the investmentpartnership are satisfied, any remaining monies will

 

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be distributed basedon the number of BACs held by each investor at the time of distribution. Annuallosses generated by the Operating Partnership, which were applied against theinvestment limited partner’s investment in the Operating Partnership in accordancewith the equity method of accounting, had previously reduced the investment inthe Operating Partnership to zero. Accordingly, a gain on the transfer of the Operating Partnership hasbeen recorded in the amount of $24,746 as of December 31, 2007. The saleof the Operating Partnership had been recognized as of December 31, 2007,and the proceeds were received in the first quarter of 2008.

 

In October 2006, theinvestment general partner transferred 49% of its interest in Woodfield CommonsLimited Partnership to an affiliate of the operating general partner for itsassumption of 49% of the outstanding mortgage balance and proceeds to theinvestment limited partnership of $25,000. Of the proceeds received, $10,625represents reporting fees due to an affiliate of the investment limitedpartnership and $3,750 was paid to BCAMLP for expenses related to the sale,which includes third party legal costs. The remaining proceeds of $10,625 will be returned to cash reserves heldby Series 14.  Annual losses generatedby the Operating Partnership, which were applied against the investmentpartnership’s investment in the Operating Partnership in accordance with theequity method of accounting, had previously reduced the investment in theOperating Partnership to zero. Accordingly, a gain on the partial transfer of the Operating Partnershipof the proceeds has been recorded in the amount of $10,625 as of December 31,2006.

 

In November 2007,the investment limited partnership transferred the remaining 51% of itsinterest in Woodfield Commons Limited Partnership for the assumption of the 51%of the outstanding mortgage balance and proceeds of $25,000. Of the proceedsreceived, $10,625 represents reporting fees due to an affiliate of theinvestment limited partnership and $3,750 will be paid to BCAMLP for expensesrelated to the sale, which includes third party legal costs.  The remaining proceeds of $10,625 will bereturned to cash reserves held by Series 14.  The monies held in cash reserves will beutilized to pay current operating expenses, accrued but unpaid asset managementfees, and accrued but unpaid expenses of the investment partnership.  After all outstanding obligations of theinvestment partnership are satisfied, any remaining monies will be distributed basedon the number of BACs held by each investor at the time of distribution. Annuallosses generated by the Operating Partnership, which were applied against theinvestment partnership’s investment in the Operating Partnership in accordancewith the equity method of accounting, had previously reduced the investment inthe Operating Partnership to zero. Accordingly, a gain on the partial transfer of the Operating Partnershipof the proceeds has been recorded in the amount of $10,625 as of December 31,2007.

 

Wynnewood VillageApartments (Wynnewood Village Apartments, Ltd.) is a 16-unit family propertylocated in Wynnewood, OK.  Wynnewood is asmall town where population and employment opportunities have been consistentlydeclining in recent years.  To increasethe applicant pool, the operating general partner requested that RuralDevelopment provide additional project-based rental assistance.  This request was denied.  The management company has expanded marketingactivities to include advertisements in surrounding towns and outreach to localagencies for referrals.  As a result ofthese efforts, occupancy increased from 83% in 2006 to 92% in 2007.  The property operated above breakeven in2007.  Occupancy decreased to 83% in thefirst quarter of 2008.  The operatinggeneral partner continues to fund deficits as needed.  All taxes, mortgage and insurance paymentsare current. On December 31, 2007, the 15-year low income housing taxcredit compliance period expired

 

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with respect to WynnewoodVillage Apartments, Limited.  Theinvestment general partner is in the process of exploring various dispositionopportunities consistent with the investment objectives of the investment partnership.

 

In April 2008, theinvestment general partner entered into an agreement to transfer its interestin Okemah Village Apartments, Limited to an entity affiliated with theoperating general partner for its assumption of the outstanding mortgagebalance of approximately $647,815 and cash proceeds to the investmentpartnership of $40,600.  Of the totalproceeds received, $15,600 represents reporting fees due to an affiliate of theinvestment partnership and the balance represents proceeds from the transfer.Of the remaining proceeds, $7,500 will be paid to BCAMLP for expenses relatedto the transfer, which includes third party legal costs.  The remaining proceeds of $17,500 will bereturned to cash reserves held by Series 14.  The monies held in cash reserves will beutilized to pay current operating expenses, accrued but unpaid asset managementfees, and accrued but unpaid expenses of the investment partnership.  After all outstanding obligations of theinvestment partnership are satisfied, any remaining monies will be distributedbased on the number of BACs held by each investor at the time of distribution.

 

Montague Place, LP(Montague Place Apartments) is a 28-unit family complex located in Caro, MI.Occupancy averaged 80% in 2007 for this property, and increased further toaverage 85% in the first quarter of 2008. This upward trend in occupancy is attributable to enhanced marketingefforts.  Management has increased localnewspaper advertising and has held numerous open house activities.  The property is offering one free month rentas a leasing incentive.  The propertyoperated slightly below breakeven in 2007. On December 31, 2006, the 15-year low income housing tax creditcompliance period expired with respect to Montague Place, LP.  The investment general partner is in theprocess of exploring various disposition opportunities consistent with theinvestment objectives of the investment partnership. The real estate tax,insurance and mortgage payments are current.

 

In January 2006, theinvestment general partner sold one half of its interest in Kilmarnock LimitedPartnership to an entity affiliated with the operating general partner of theOperating Partnership for its assumption of half of the outstanding mortgagebalance of approximately $401,572 and proceeds to the investment partnership of$.50. Of the total proceeds received, $0.50 represented payment of outstandingreporting fees due to an affiliate of the investment partnership.  On February 26, 2007, the remaining onehalf of its interest in the Operating Partnership was transferred to the sameentity for its assumption of the remaining mortgage balance and proceeds to theinvestment limited partnership of $0.50. Of the total proceeds received, $0.50 represents payment of outstandingreporting fees due to an affiliate of the investment partnership.  Annual losses generated by the OperatingPartnership, which were applied against the investment partnership’s investmentin the Operating Partnership in accordance with the equity method ofaccounting, had previously reduced the investment in the Operating Partnershipto zero.  No gain on the sale of theOperating Partnership has been recorded.

 

Village Terrace LimitedPartnership (Village Green Apartments) is a 42-unit family property located inJacksonville, NC.  In 2007, the averageoccupancy was 91% but operations were below breakeven.  The average occupancy in the first quarter of2008 remains at 91%; however, a $20 per unit rent increase as of January 1,2008 coupled with reduced expenses has resulted in above breakevenoperations.  The operating generalpartner’s operating deficit guarantee is unlimited in time and amount.  The tax, insurance and mortgage payments arecurrent. On December 31, 2006, the 15-year low income housing

 

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tax credit complianceperiod expired with respect to Village Terrace Limited Partnership.  The investment general partner is in theprocess of exploring various disposition opportunities consistent with theinvestment objectives of the investment partnership.

 

In December 2006,the investment general partner exercised an option to transfer its interest inSchroon Lake Housing Redevelopment Company to an entity affiliated with theoperating general partner for its assumption of the outstanding mortgage balanceof approximately $991,212 and proceeds to the investment limited partner of$14,813. The transaction closed in January 2007.  Of the proceeds received, $3,750 was paid toBCAMLP for expenses related to the sale, which includes third party legalcosts.  The remaining proceeds of $10,568were returned to cash reserves held by Series 14.  The monies held in cash reserves will beutilized to pay current operating expenses, accrued but unpaid asset managementfees, and accrued but unpaid expenses of the investment partnership.  After all outstanding obligations of theinvestment partnership are satisfied, any remaining monies will be distributedbased on the number of BACs held by each investor at the time of distribution.  Annual losses generated by the OperatingPartnership, which were applied against the investment partnership’s investmentin the Operating Partnership in accordance with the equity method ofaccounting, had previously reduced the investment in the Operating Partnershipto zero.  Accordingly, a gain on the saleof the Operating Partnership has been recorded in the amount of $10,568 as of March 31,2007.

 

Franklin Vista III, LP,(Franklin Vista III Apartments) is a 28-unit development located in Las Cruces,NM.  On May 29, 2004 the property suffereda serious fire which destroyed two buildings and a total of twelve units.  Prior to the fire Franklin Vista III wasoperating at 100% occupancy.  Permittingfor reconstruction of the destroyed units was delayed by pending changes to theDona Ana County building codes, mainly involving sprinkler installation.  On May 11, 2005 a building permit wasissued to the contractor and reconstruction began.  All repairs were scheduled to be complete andthe units placed back online before the end of October 2005.  The Certificate of Occupancy from thecontractor was received on November 28, 2005.  The owner, architect, and Rural Developmentconducted an inspection on November 29, 2005 and determined that thecontractor had completed enough of the work to allow tenants to move in.  During the month of December 2005, alltwelve re-built units were occupied.  Asof January 4, 2006, occupancy for the entire complex was back at100%.  Franklin Vista III has beenoperating at 100% occupancy since 2006. The property is expected to continue to operate above breakeven.  The property’s tax credit compliance periodexpired as of December 31, 2006; all tax credits have been delivered.  All real estate tax, insurance and mortgagepayments are current.  On December 31,2007, the low income housing tax credit compliance period expired with respectto Franklin Vista III Limited Partnership. The investment general partner is in the process of exploring variousdisposition opportunities consistent with the investment objectives of theinvestment partnership.  In 2007 theproperty averaged 99% occupancy and operated above breakeven.

 

McComb Family LP (PineRidge Apartments) is a 32-unit development located in McComb, Mississippi.  This property is located in a remotelocation.  Unlike its competingproperties it does not have project-based Section 8 subsidy or any otherform of project-based rental assistance. Operations rebounded slightly in 2007 from its dismal 2006 performance,however they were still below breakeven. Low rent levels and occupancy below 90% mainly contributed to thedeficit. Occupancy through first quarter 2008 is up slightly to 93%.  The operating general partner will continueto fund deficits as needed in accordance with the operating deficit guarantee,which is unlimited in time and amount. All real estate tax, insurance andmortgage payments are current.

 

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On December 31,2006, the 15-year low income housing tax credit compliance period expired withrespect to Pine Ridge Apartments.  Theinvestment general partner is in the process of exploring various dispositionopportunities consistent with the investment objectives of the investmentpartnership.

 

In February 2006,the investment general partner transferred 98% of its interest in PlantationIV, Limited to a non-affiliated entity for its assumption of the proportionateamount of the outstanding mortgage balance of approximately $1,385,688 and cashproceeds to the investment limited partner of $54,319. Of the proceeds received$3,610 represent reporting fees due to an affiliate of the investmentpartnership and the balance represent proceeds from the sale. Of the remainingproceeds $6,000 was paid to BCAMLP for expenses related to the sale, whichincludes third party legal costs.  Theremaining proceeds of $44,709 will be returned to cash reserves held by Series 14.  The monies held in cash reserves will beutilized to pay current operating expenses, accrued but unpaid asset managementfees, and accrued but unpaid expenses of the investment partnership.  After all outstanding obligations of theinvestment partnership are satisfied, any remaining monies will be distributedbased on the number of BACs held by each investor at the time ofdistribution.  In September 2006,the investment limited partner transferred the remaining 2% of its interest toa non-affiliated entity for cash proceeds to the investment limited partner of$1,109. The proceeds of $1,109 will be returned to cash reserves held by Series 14.Annual losses generated by the Operating Partnership, which were appliedagainst the investment partnership’s investment in the Operating Partnership inaccordance with the equity method of accounting, had previously reduced theinvestment in the Operating Partnership to zero.  Accordingly, a gain on the sale of theOperating Partnership of the proceeds from the sale, net of the overhead andexpenses, has been recorded in the amount of $44,709 as of March 31, 2006and additional proceeds of $1,109 have been recorded as of December 31,2006.

 

In December 2006,the investment general partner exercised an option to transfer its interest inHunter’s Run of Douglas LP to a non-affiliated entity for its assumption of theoutstanding mortgage balance of approximately $1,405,000 and cash proceeds tothe investment limited partner of $56,200. The transaction closed in January 2007.  Of the proceeds received, $3,600 representedreporting fees due to an affiliate of the investment partnership and thebalance represented proceeds from the sale. Of the proceeds received, $6,000was paid to BCAMLP for expenses related to the sale, which includes third partylegal costs.  The remaining proceeds of$46,600 were returned to cash reserves held by Series 14.  The monies held in cash reserves will beutilized to pay current operating expenses, accrued but unpaid asset managementfees, and accrued but unpaid expenses of the investment partnership.  After all outstanding obligations of theinvestment partnership are satisfied, any remaining monies will be distributedbased on the number of BACs held by each investor at the time ofdistribution.  Annual losses generated bythe Operating Partnership, which were applied against the investmentpartnership’s investment in the Operating Partnership in accordance with theequity method of accounting, had previously reduced the investment in theOperating Partnership to zero. Accordingly, a gain on the sale of the Operating Partnership of theproceeds from the sale, net of the overhead and expenses, has been recorded inthe amount of $46,600 as of March 31, 2007.

 

In December 2006,the investment general partner exercised an option to transfer its interest inWildwood Terrace Limited to a non-affiliated entity for its assumption of theoutstanding mortgage balance of approximately $1,231,856 and cash proceeds tothe investment limited partner of $49,274. The transaction closed in January 2007.Of the proceeds received $4,716

 

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represented reporting feesdue to an affiliate of the investment partnership and the balance representedproceeds from the sale. Of the proceeds received. $6,000 was paid to BCAMLP forexpenses related to the sale, which includes third party legal costs.  The remaining proceeds of $38,558 werereturned to cash reserves held by Series 14.  The monies held in cash reserves will beutilized to pay current operating expenses, accrued but unpaid asset managementfees, and accrued but unpaid expenses of the investment partnership.  After all outstanding obligations of theinvestment partnership are satisfied, any remaining monies will be distributedbased on the number of BACs held by each investor at the time ofdistribution.  Annual losses generated bythe Operating Partnership, which were applied against the investmentpartnership’s investment in the Operating Partnership in accordance with theequity method of accounting, had previously reduced the investment in theOperating Partnership to zero. Accordingly, a gain on the sale of the Operating Partnership of theproceeds from the sale, net of the overhead and expenses, has been recorded inthe amount of $38,558 as of March 31, 2007.

 

In December 2006,the investment general partner exercised an option to transfer its interest inWoodside RRH Limited to a non-affiliated entity for its assumption of theoutstanding mortgage balance of approximately $1,182,112 and cash proceeds tothe investment limited partner of $47,284. The transaction closed in January 2007.  Of the proceeds received, $6,000 was paid toBCAMLP for expenses related to the sale, which includes third party legalcosts.  The remaining proceeds of $41,284were returned to cash reserves held by Series 14.  The monies held in cash reserves will beutilized to pay current operating expenses, accrued but unpaid asset managementfees, and accrued but unpaid expenses of the investment partnership.  After all outstanding obligations of theinvestment partnership are satisfied, any remaining monies will be distributedbased on the number of BACs held by each investor at the time ofdistribution.  Annual losses generated bythe Operating Partnership, which were applied against the investmentpartnership’s investment in the Operating Partnership in accordance with theequity method of accounting, had previously reduced the investment in theOperating Partnership to zero. Accordingly, a gain on the sale of the Operating Partnership of theproceeds from the sale, net of the overhead and expenses, has been recorded inthe amount of $41,284 as of March 31, 2007.

 

Jarratt LimitedPartnership (Jarratt Village Apartments) is a 24-unit complex located inJarratt, Virginia.  Occupancy began todecline in the third quarter of 2006 and management responded by replacing sitestaff.  Occupancy improved throughout2007 and averaged 90% but operations remained below breakeven. Through thefirst quarter of 2008, occupancy averaged 93% but insufficient rental rateshave kept operations slightly below breakeven. The mortgage, taxes, and insurance are current.  On December 31, 2006, the 15-year lowincome housing tax credit compliance period expired with respect to JarrattLimited Partnership.  The investmentgeneral partner is in the process of exploring various disposition opportunitiesconsistent with the investment objectives of the investment partnership.

 

In December 2006,the investment general partner transferred its interest in Toano III LimitedPartnership to an entity affiliated with the operating general partner for itsassumption of the outstanding mortgage balance and cash proceeds to theinvestment limited partner of $10. The cash proceeds were returned to cashreserves held by Series 14. The monies held in cash reserves will be utilizedto pay current operating expenses, accrued but unpaid asset management fees,and accrued but unpaid expenses of the investment partnership. After alloutstanding obligations of the investment partnership are satisfied, anyremaining monies will be distributed based on

 

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the number of BACs heldby each investor at the time of distribution. In addition, the investmentlimited partnership entered into an agreement with the Operating Partnershipfor receipt of a residual payment.  Underthe terms of the residual agreement if the property owned by the OperatingPartnership is refinanced or sold, there will be a residual payment of $500plus the capital transaction proceeds distributable to the investment limitedpartnership in accordance with the Operating Partnership agreement in effect atthe date the investment limited partner transferred its interest. Annual lossesgenerated by the Operating Partnership, which were applied against theinvestment limited partner’s investment in the Operating Partnership inaccordance with the equity method of accounting, had previously reduced theinvestment in the Operating Partnership to zero.  Accordingly, a gain on the transfer of theOperating Partnership has been recorded in the amount of $10 as of December 31,2006.  The transfer of the OperatingPartnership had been recognized as of December 31, 2006 and the proceedswere received in the first quarter of 2007.

 

In January 2007, theinvestment general partner transferred its interest in Bethel Park Associatesto an entity affiliated with the operating general partner for its assumptionof the outstanding mortgage balance of approximately $1,447,772 and cashproceeds to the investment limited partner of $17,183. Of the proceedsreceived, $6,183 represented reporting fees due to an affiliate of theinvestment partnership and the balance represented proceeds from the sale. Ofthe remaining proceeds, $1,650 was paid to BCAMLP for expenses related to thesale, which includes third party legal costs. The remaining proceeds of $9,350 were returned to cash reserves held by Series 14.The monies held in cash reserves will be utilized to pay current operatingexpenses, accrued but unpaid asset management fees, and accrued but unpaidexpenses of the investment partnership. After all outstanding obligations of the investment partnership aresatisfied, any remaining monies will be distributed based on the number of BACsheld by each investor at the time of distribution.  Annual losses generated by the OperatingPartnership, which were applied against the investment limited partner’sinvestment in the Operating Partnership in accordance with the equity method ofaccounting, had previously reduced the investment in the Operating Partnershipto zero.  Accordingly, a gain on thetransfer of the Operating Partnership has been recorded in the amount of $9,350as of March 31, 2007.

 

In January 2007, theinvestment general partner transferred its interest in Pittsfield ParkAssociates to an entity affiliated with the operating general partner for its assumptionof the outstanding mortgage balance of approximately $1,017,904 and cashproceeds to the investment limited partner of $8,745.  Of the proceeds received $4,478 representedreporting fees due to an affiliate of the investment partnership and the balancerepresented proceeds from the sale.  Ofthe remaining proceeds, $268 was paid to BCAMLP for expenses related to thesale, which includes third party legal costs. The remaining proceeds of $3,999were returned to cash reserves held by Series 14.  The monies held in cash reserves will beutilized to pay current operating expenses, accrued but unpaid asset managementfees, and accrued but unpaid expenses of the investment partnership.  After all outstanding obligations of theinvestment partnership are satisfied, any remaining monies will be distributedbased on the number of BACs held by each investor at the time ofdistribution.  Annual losses generated bythe Operating Partnership, which were applied against the investment limitedpartner’s investment in the Operating Partnership in accordance with the equitymethod of accounting, had previously reduced the investment in the OperatingPartnership to zero.  Accordingly, a gainon the transfer of the Operating Partnership has been recorded in the amount of$3,999 as of March 31, 2007.

 

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In January 2007, theinvestment general partner transferred its interest in Tyrone HousingAssociates to an entity affiliated with the operating general partner for its assumptionof the outstanding mortgage balance of approximately $1,435,011 and cashproceeds to the investment limited partner of $20,949.  Of the proceeds received, $11,634 representedreporting fees due to an affiliate of the investment partnership and thebalance represented proceeds from the sale. Of the remaining proceeds $1,397 was paid to BCAMLP for expenses relatedto the sale, which includes third party legal costs. The remaining proceeds of$7,918 were returned to cash reserves held by Series 14.  The monies held in cash reserves will beutilized to pay current operating expenses, accrued but unpaid asset managementfees, and accrued but unpaid expenses of the investment partnership.  After all outstanding obligations of theinvestment partnership are satisfied, any remaining monies will be distributedbased on the number of BACs held by each investor at the time ofdistribution.  Annual losses generated bythe Operating Partnership, which were applied against the investment limitedpartner’s investment in the Operating Partnership in accordance with the equitymethod of accounting, had previously reduced the investment in the OperatingPartnership to zero.  Accordingly, a gainon the transfer of the Operating Partnership has been recorded in the amount of$7,918 as of March 31, 2007.

 

In November 2006,the investment general partner of Parkwood Commons Limited Partnership enteredinto an agreement to sell the property and the transaction closed on January 31,2007.  Cash proceeds to the investment limitedpartners were $550,373 (Series 10), $206,032 (Series 12) and $206,032(Series 14). Of the proceeds received, $4,289 (Series 10), $1,606 (Series 12)and $1,606 (Series 14) were paid to BCAMLP for expenses related to thesale, which includes third party legal costs. The remaining proceeds from thesale of $546,084, $204,426 and $204,426, respectively, were returned to cashreserves held by Series 10, Series 12 and Series 14.  The monies held in cash reserveswill be utilized to pay current operating expenses, accruedbut unpaid asset management fees, and accrued but unpaid expenses of theinvestment partnership. After all outstanding obligations of the investmentpartnership are satisfied, any remaining monies will be distributed basedon the number of BACs held by each investor at the time of distribution.  A gain on the sale of the OperatingPartnership of the proceeds from the sale, net of the expense and overheadreimbursement, has been recorded in the amount of $487,967, $186,471, and$204,426 for Series 10, Series 12, and Series 14, respectively,as of March 31, 2007.  The gainrecorded represented the proceeds received by the investment limited partner,net of their remaining investment balance and their share of the dispositionfee and expenses.

 

In December 2007,the investment general partner transferred 50% of the investment partnershipinterest in Portville Square Apartments LP to an entity affiliated with theoperating general partner for its assumption of half the outstanding mortgagebalance of approximately $425,921 and cash proceeds to the investment limitedpartner of $0.  The remaining 50%investment limited partner interest in the Operating Partnership is anticipatedto be transferred in December 2008 for the assumption of the remaining mortgagebalance outstanding and proceeds of $0. In addition, the investment general partner on behalf of the investmentlimited partnership entered into an agreement with the Operating Partnershipfor receipt of a residual payment.  Underthe terms of the residual agreement if the property owned by the OperatingPartnership is refinanced or sold, on or before December 18, 2013, therewould be a residual payment of the capital transaction proceeds distributableto the investment limited partnership in accordance with the OperatingPartnership Agreement in effect at the date the investment limited partnershiptransferred its interest.  Annual lossesgenerated by the Operating Partnership, which were applied against the investmentlimited partner’s investment in the Operating Partnership in

 

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accordance with theequity method of accounting, had previously reduced the investment in theOperating Partnership to zero. Accordingly, no gain on the transfer of the Operating Partnership hasbeen recorded as of December 31, 2007.

 

In December 2007,the investment general partner of Carleton Court approved an agreement to sellthe property. The transaction was anticipated to close in February 2008;however, the buyer was unable to consummate the sale and the agreement expiredin February 2008. The Operating Partnership’s 15-year low income housingtax credit compliance period expired on December 31, 2005.  The investment general partner is in theprocess of exploring various disposition opportunities consistent with theinvestment objectives of the investment partnership.

 

In December 2007,the investment general partner transferred 50% of the investment partnershipinterest in Belmont Village Court to an entity affiliated with the operatinggeneral partner for its assumption of half the outstanding mortgage balance ofapproximately $450,438 and cash proceeds to the investment limited partner of$0.  The remaining 50% investment limitedpartner interest in the Operating Partnership is anticipated to be transferredin December 2008 for the assumption of the remaining mortgage balanceoutstanding and proceeds of $0.  Inaddition, the investment general partner on behalf of the investment limitedpartnership entered into an agreement with the Operating Partnership forreceipt of a residual payment.  Under theterms of the residual agreement if the property owned by the OperatingPartnership is refinanced or sold, on or before December 18, 2013, therewould be a residual payment of the capital transaction proceeds distributableto the investment limited partnership in accordance with the OperatingPartnership Agreement in effect at the date the investment limited partnershiptransferred its interest. Annual losses generated by the Operating Partnership,which were applied against the investment limited partner’s investment in theOperating Partnership in accordance with the equity method of accounting, hadpreviously reduced the investment in the Operating Partnership to zero.  Accordingly, no gain on the transfer of theOperating Partnership has been recorded as of December 31, 2007.

 

In December 2007,the investment general partner transferred 50% of the investment partnershipinterest in Harrison City Associates, a Limited Partnership to an entityaffiliated with the operating general partner for its assumption of half theoutstanding mortgage balance of approximately $716,719 and cash proceeds to theinvestment limited partner of $0.  The remaining50% investment limited partner interest in the Operating Partnership isanticipated to be transferred in December 2008 for the assumption of theremaining mortgage balance outstanding and proceeds of $0.  In addition, the investment general partneron behalf of the investment limited partnership entered into an agreement withthe Operating Partnership for receipt of a residual payment.  Under the terms of the residual agreement ifthe property owned by the Operating Partnership is refinanced or sold, on orbefore December 18, 2013, there would be a residual payment of the capitaltransaction proceeds distributable to the investment limited partnership inaccordance with the Operating Partnership Agreement in effect at the date theinvestment limited partnership transferred its interest.  Annual losses generated by the OperatingPartnership, which were applied against the investment limited partner’sinvestment in the Operating Partnership in accordance with the equity method ofaccounting, had previously reduced the investment in the Operating Partnershipto zero.  Accordingly, no gain on thetransfer of the Operating Partnership has been recorded as of December 31,2007.

 

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In December 2007,the investment general partner transferred 50% of the investment partnershipinterest in Tionesta Manor, a Limited Partnership to an entity affiliated withthe operating general partner for its assumption of half the outstandingmortgage balance of approximately $690,817 and cash proceeds to the investmentlimited partner of $0.  The remaining 50%investment limited partner interest in the Operating Partnership is anticipatedto be transferred in December 2008 for the assumption of the remainingmortgage balance outstanding and proceeds of $0.  In addition, the investment general partneron behalf of the investment limited partnership entered into an agreement withthe Operating Partnership for receipt of a residual payment.  Under the terms of the residual agreement ifthe property owned by the Operating Partnership is refinanced or sold, on orbefore December 18, 2013, there would be a residual payment of the capitaltransaction proceeds distributable to the investment limited partnership inaccordance with the Operating Partnership Agreement in effect at the date theinvestment limited partnership transferred its interest.  Annual losses generated by the OperatingPartnership, which were applied against the investment limited partner’sinvestment in the Operating Partnership in accordance with the equity method ofaccounting, had previously reduced the investment in the Operating Partnershipto zero.  Accordingly, no gain on thetransfer of the Operating Partnership has been recorded as of December 31,2007.

 

In January 2008, theinvestment general partner of Navapai Associates approved an agreement to sellthe property and the transaction is anticipated to close in August 2008.The anticipated sales price for the property is $980,650, which includes theoutstanding mortgage balance of approximately $850,650 and cash proceeds to theinvestment limited partners of $91,000. Of the total proceeds anticipated to be received, it is anticipated that$9,000 will be paid to BCAMLP for expenses related to the sale, which includesthird party legal costs.  The remainingproceeds from the sale of $82,000 are anticipated to be returned to cashreserves held by Series 14.  Themonies held in cash reserves will be utilized to paycurrent operating expenses, accrued but unpaid asset management fees, andaccrued but unpaid expenses of the investment partnership. After alloutstanding obligations of the investment partnership are satisfied, anyremaining monies will be distributed based on the number of BACs held byeach investor at the time of distribution.

 

In January 2008, theinvestment general partner of Chaparral Associates approved an agreement tosell the property and the transaction is anticipated to close in August 2008.The anticipated sales price for the property is $770,768, which includes theoutstanding mortgage balance of approximately $670,768 and cash proceeds to theinvestment limited partners of $70,000. Of the total proceeds anticipated to be received, it is anticipated that$9,000 will be paid to BCAMLP for expenses related to the sale, which includesthird party legal costs.  The remainingproceeds from the sale of $61,000 are anticipated to be returned to cashreserves held by Series 14.  Themonies held in cash reserves will be utilized to paycurrent operating expenses, accrued but unpaid asset management fees, andaccrued but unpaid expenses of the investment partnership. After alloutstanding obligations of the investment partnership are satisfied, anyremaining monies will be distributed based on the number of BACs held byeach investor at the time of distribution.

 

In May 2008, theinvestment general partner entered into an agreement to transfer its interestin Excelsior Springs Properties LP to anentity affiliated with the operating general partner for its assumption of theoutstanding mortgage balance of approximately $603,539and anticipated cash proceeds to the investment partnership of $25,680. The transaction is

 

77

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anticipated to close in July 2008. Of the total proceeds anticipated to be received, it is anticipated that$5,000 will be paid to BCAMLP for expenses related to the transfer, whichincludes third party legal costs.  Theremaining proceeds of $20,680 isanticipated to be returned to cash reserves held by Series 14.  The moniesheld in cash reserves will be utilized to pay current operating expenses,accrued but unpaid asset management fees, and accrued but unpaid expenses ofthe investment partnership.  After alloutstanding obligations of the investment partnership are satisfied, anyremaining monies will be distributed based on the number of BACs held by eachinvestor at the time of distribution.

 

In May 2008, theinvestment general partner entered into an agreement to transfer its interestin Smithville Properties, LP to an entityaffiliated with the operating general partner for its assumption of theoutstanding mortgage balance of approximately $1,205,936and anticipated cash proceeds to the investment partnership of $51,360. The transaction is anticipated to close in June 2008.  Of the totalproceeds anticipated to be received, it is anticipated that $5,000 will be paidto BCAMLP for expenses related to the transfer, which includes third partylegal costs.  The remaining proceeds of $46,360 is anticipated to be returned to cash reservesheld by Series 14.  The monies held in cash reserves will beutilized to pay current operating expenses, accrued but unpaid asset managementfees, and accrued but unpaid expenses of the investment partnership.  After all outstanding obligations of theinvestment partnership are satisfied, any remaining monies will be distributedbased on the number of BACs held by each investor at the time of distribution.

 

78

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Off Balance SheetArrangements

 

None.

 

Critical AccountingPolicies and Estimates

 

The financial statementsare prepared in accordance with accounting principles generally accepted in theUnited States of America, which requires the Partnership to make certainestimates and assumptions.  A summary ofsignificant accounting policies is provided in Note A to the financialstatements.  The following section is asummary of certain aspects of those accounting policies that may requiresubjective or complex judgments and are most important to the portrayal ofPartnership’s financial condition and results of operations.  The Partnership believes that there is a lowprobability that the use of different estimates or assumptions in making thesejudgments would result in materially different amounts being reported in thefinancial statements.

 

The Partnership isrequired to assess potential impairments to its long-lived assets, which isprimarily investments in limited partnerships. The Partnership accounts for its investment in limited partnerships inaccordance with the equity method of accounting since the Partnership does notcontrol the operations of the Operating Partnership.

 

If the book value of thePartnership’s investment in an Operating Partnership exceeds the estimatedvalue derived by management, which generally consists of the remaining futureLow-Income Housing Credits allocable to the Partnership and the estimatedresidual value to the Partnership, the Partnership reduces its investment inany such Operating Partnership and includes such reduction in equity in loss ofinvestment of limited partnerships.

 

As of March 31,2004, the Partnership adopted FASB Interpretation No. 46 - Revised (“FIN46R”), “Consolidation of Variable Interest Entities.”** FIN 46R provides guidance on when a companyshould include the assets, liabilities, and activities of a variable interestentity (“VIE”) in its financial statements and when it should discloseinformation about its relationship with a VIE. A VIE is a legal structure usedto conduct activities or hold assets, which must be consolidated by a companyif it is the primary beneficiary because it absorbs the majority of the entity’sexpected losses, the majority of the expected returns, or both.

 

Based on the guidance ofFIN 46R, the Operating Partnerships in which the Partnership invests inmeet the definition of a VIE.  However,management does not consolidate the Partnership’s interests in these VIEs underFIN 46R, as it is not considered to be the primary beneficiary.  The Partnership currently records the amountof its investment in these partnerships as an asset on its balance sheet,recognizes its share of partnership income or losses in the statements ofoperations, and discloses how it accounts for material types of theseinvestments in its financial statements.

 

The Partnership’s balancein investment in Operating Partnerships, plus the risk of recapture of taxcredits previously recognized on these investments, represents its maximumexposure to loss.  The Partnership’sexposure to loss on these partnerships is mitigated by the condition andfinancial performance of the underlying properties as well as the strength ofthe local general partners and their guarantee against credit recapture.

 

79

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Recent Accounting Changes

 

In September 2006,the Financial Accounting Standards Board (“FASB”) issued Statement of FinancialAccounting Standards (SFAS) No. 157, “Fair Value Measurements,” (SFAS157), which defines fair value, establishes a framework for measuring fairvalue in generally accepted accounting principles and expands disclosure aboutfair value measurements. SFAS 157 is effective for financial statements issuedfor fiscal years beginning after November 15, 2007 and shall be appliedprospectively except for very limited transactions, which for the Partnershipis April 1, 2008.  In December 2007,the FASB delayed the implementation of SFAS 157 as it pertains to non-financialassets and liabilities for fiscal years beginning after November 15, 2008,which for the Partnership is April 1, 2009. The Partnership is currentlyevaluating the potential impact of the adoption of SFAS 157 on its financialstatements.

 

In February 2007 theFASB issued SFAS 159 “The Fair Value Option for Financial Assets and FinancialLiabilities.”  SFAS 159 permits entitiesto choose to measure many financial instruments and certain other items at fairvalue.  The fair value election isdesigned to improve financial reporting by providing entities with theopportunity to mitigate volatility in reported earnings caused by measuringrelated assets and liabilities differently without having to apply complexhedge accounting provisions.  SFAS 159 iseffective for fiscal years beginning after November 15, 2007.  The Partnership does not expect to elect thefair value option.

 

On December 4, 2007,the FASB issued Statement No. 141R, “Business Combinations” (“SFAS 141 R”).  This statement changes the accounting foracquisitions specifically eliminating the step acquisition model, changing therecognition of contingent consideration from being recognized when it isprobable to being recognized at the time of acquisition, and disallowing thecapitalization of transaction costs and delays when restructurings related toacquisitions can be recognized.  Thestandard is effective for fiscal years ending after December 15,2008.  The Partnership is currentlyevaluating the impact of the adoption of SFAS 141 R on its financialstatements.  However, the Partnershipdoes not expect SFAS 141R to have a material impact on the Partnership’sstatement of operations or financial position.

 

On December 4, 2007,the FASB issued statement No. 160, “Noncontrolling Interests inConsolidated Financial Statements, an amendment of ARB No. 51” (“SFAS 160”).  SFAS 160 replaces the concept of minorityinterest with noncontrolling interests in subsidiaries.  Noncontrolling interests will now be reportedas a component of equity in the consolidated statement of financial position.  Earnings attributable to noncontrollinginterests will continue to be reported as a part of consolidated earnings;however, SFAS 160 requires that income attributable to both controlling andnoncontrolling interests be presented separately on the face of theconsolidated income statement.  Inaddition, SFAS 160 provides that when losses attributable to noncontrollinginterests exceed the noncontrolling interest’s basis, losses continue to beattributed to the noncontrolling interest as opposed to being absorbed by theconsolidating entity.  SFAS 160 requiresretroactive adoption of the presentation and disclosure requirements forexisting minority interests.  All otherrequirements of SFAS 160 shall be applied prospectively. SFAS 160 is effectivefor the first annual reporting period beginning on or after December 15,2008. However, the Partnership does not expect SFAS 160 to have a materialimpact on the Partnership’s financial statements.

 

80

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| Item 7. |   | Management’s Discussion  and Analysis of Financial Condition and Results of Operations |
|---------|--------|---------------------------------------------------------------------------------------------|

 

This Management’sDiscussion and Analysis of Financial Condition and Results of Operationscontains forward-looking statements such as our intentions, hopes, beliefs,expectations, strategies and predictions of our future activities, or otherfuture events or conditions. Such statements are “forward looking statements”within the meaning of Section 27A of the Securities Act of 1993, asamended, and Section 21E of the Securities Exchange Act of 1934, as amended,and are intended to be covered by the safe harbors created by these Acts.Investors are cautioned that all forward-looking statements involve risks anduncertainty, including the factors identified in Part I, Item 1A of thisReport. Although we believe that the assumptions underlying the forward-lookingstatements are reasonable, any of the assumptions could be inaccurate, andthere can be no assurance that the forward-looking statements included in thisReport will prove to be accurate. In light of the significant uncertaintiesinherent in their forward-looking statements, the inclusion of informationshould not be regarded as a representation by us or any other person that ourobjectives and plans will be achieved.

 
| Item 7a. |   | Quantitative and  Qualitative Disclosure About Market Risk |
|----------|--------|------------------------------------------------------------|

 
|   |   | Not Applicable |
|--------|--------|----------------|

 
| Item 8. |   | Financial Statements  and Supplementary Data                                                                                                                     |
|---------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|    |   |                                                                                                                                                             |
|    |   | The financial  statements of the Partnership are listed in Item 15 as being filed as a part  of this Report as Exhibits 13 are incorporated herein by reference. |

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

 
|   |   | None. |
|--------|--------|-------|

 
| Item 9a. |   | Controls &  Procedures |
|----------|--------|---------------------------------|
|     |   |                            |
|     |   | (a)                             | Evaluation of  Disclosure Controls and Procedures As of the end of the period covered by  this report, the Partnership’s general partner, under the supervision and  with the participation of the Principal Executive Officer and Principal  Financial Officer of C&M Management, Inc., carried out an evaluation  of the effectiveness of the Fund’s “disclosure controls and procedures” as  defined in the Securities Exchange Act of 1934 Rules 13a-15 and 15d-15.  Based on that evaluation, the Principal Executive Officer and Principal  Financial Officer have concluded that as of the end of the period covered by  this report, the Partnership’s disclosure controls and procedures were  adequate and effective in timely alerting them to material information  relating to the Partnership required to be included in the Partnership’s  periodic SEC filings. |
|     |   |                            |   |
|     |   | (b)                             | Management’s  Annual Report on Internal Control over Financial Reporting |
|     |   |                            |   |
|     |   |                            | Management of  the Partnership is responsible for establishing and maintaining adequate  internal control over financial reporting (as defined in Rule 13a-15(f) under  the Exchange Act). The Partnership’s internal control system over financial  reporting is |

 

81

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|   |   |   | designed to  provide reasonable assurance to the Partnership’s management regarding the  reliability of financial reporting and the preparation of financial  statements for external purposes of accounting principles generally accepted  in the United States.  Due to inherent  limitations, an internal control system over financial reporting may not  prevent or detect misstatements. Therefore, even those systems determined to  be effective can provide only reasonable assurance of achieving their control  objectives.                                                                                                                                                                                       |
|--------|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   |   |   | The  Partnership’s general partner, under the supervision and with the  participation of the Principal Executive Officer and Principal Financial  Officer of Boston Capital Associates II LP, assessed the effectiveness of the  Partnership’s internal controls and procedures over financial reporting as of  March 31, 2008. In making this assessment, the Partnership’s management  used the criteria set forth by the Committee of Sponsoring Organizations of  the Treadway Commission (COSO) in Internal Control - Integrated Framework.  Based on this assessment, management believes that, as of March 31,  2008, the Partnership’s internal control over financial reporting was  effective. |
|   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   |   |   | This annual  report does not include an attestation report of the Partnership’s registered  public accounting firm regarding internal control over financial  reporting.  Management’s report was not  subject to attestation by the Partnership’s registered public accounting firm  pursuant to temporary rules of the Securities and Exchange Commission  that permit the Fund to provide only management’s report in this annual  report.                                                                                                                                                                                                                                                            |
|   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   |   | (c)    | Changes in  Internal Controls                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   |   |   | There were no  changes in the Partnership’s internal control over financial reporting that  occurred during the quarter ended March 31, 2008 that materially  affected, or are reasonably likely to materially affect, the Partnership’s  internal control over financial reporting.                                                                                                                                                                                                                                                                                                                                                                                                                                    |

 

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## PART III

 
| Item 10. |   | Directors, Executive  Officers and Corporate Governance |
|----------|--------|---------------------------------------------------------|
|     |   |                                                    |
|     |   | (a), (b), (c), (d) and  (e)                        |

 

The Partnership has nodirectors or executives officers of its own. The following biographical information is presented for the partners ofthe general partners and affiliates of those partners, including Boston CapitalPartners, Inc. (“Boston Capital”), with principal responsibility for thePartnership’s affairs.

 

**John P. Manning**, age 59, is co-founder, and since 1974has been the President and Chief Executive Officer, of Boston CapitalCorporation. As co-founder and CEO of Boston Capital, Mr. Manning’sprimary responsibilities include strategic planning, business development andthe continued oversight of new opportunities. In addition to hisresponsibilities at Boston Capital Corporation, Mr. Manning is a proactiveleader in the multifamily real estate industry. He served in 1990 as a memberof the Mitchell-Danforth Task Force, which reviewed and suggested reforms tothe Low Income Housing Tax Credit program. He was the founding President of theAffordable Housing Tax Credit Coalition and is a former member of the board ofthe National Leased Housing Association. During the 1980s, he served as amember of the Massachusetts Housing Policy Committee as an appointee of theGovernor of Massachusetts. In addition, Mr. Manning has testified beforethe U.S. House Ways and Means Committee and the U.S. Senate Finance Committeeon the critical role of the private sector in the success of the Low IncomeHousing Tax Credit. In 1996, President Clinton appointed him to the President’sAdvisory Committee on the Arts at the John F. Kennedy Center for the PerformingArts. In 1998, President Clinton appointed Mr. Manning to the President’sExport Council, the premiere committee comprised of major corporate CEOs thatadvise the President on matters of foreign trade and commerce. In 2003, he wasappointed by Boston Mayor Tom Menino to the Mayors Advisory Panel on Housing. Mr. Manningsits on the Board of Directors of the John F. Kennedy Presidential Library inBoston where he serves as Chairman of the Distinguished Visitors Program. He isalso on the Board of Directors of the Beth Israel Deaconess Medical Center inBoston. Mr. Manning is a graduate of Boston College.

 

Mr. Manning is themanaging member of Boston Associates. Mr. Manning is also the principal ofBoston Capital Corporation. While Boston Capital is not a direct subsidiary ofBoston Capital Corporation, each of the entities is under the common control ofMr. Manning.

 

**JeffreyH. Goldstein,**age46, is Chief Operating Officer and has been the Director of Real Estate ofBoston Capital Corporation since 1996. He directs Boston Capital Corporation’scomprehensive real estate services, which include all aspects of origination,underwriting, due diligence and acquisition. As COO, Mr. Goldstein isresponsible for the financial and operational areas of Boston CapitalCorporation and assists in the design and implementation of businessdevelopment and strategic planning objectives. Mr. Goldstein previouslyserved as the Director of the Asset Management division as well as the head ofthe dispositions and troubled assets group. Utilizing his 16 years experiencein the real estate syndication and development industry, Mr. Goldstein hasbeen instrumental in the diversification and expansion of Boston CapitalCorporation’s businesses. Prior to joining Boston

 

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CapitalCorporation in 1990, Mr. Goldstein was Manager of Finance for A.J. Lane &Co., where he was responsible for placing debt on all new construction projectsand debt structure for existing apartment properties. Prior to that, he servedas Manager for Homeowner Financial Services, a financial consulting firm forresidential and commercial properties, and worked as an analyst responsible forbudgeting and forecasting for the New York City Council Finance Division. Hegraduated from the University of Colorado and received his MBA fromNortheastern University.

 

**Kevin P.Costello,**age 61,is Executive Vice President and has been the Director of InstitutionalInvesting of Boston Capital Corporation since 1992 and serves on the firm’sExecutive Committee. He is responsible for all corporate investment activityand has spent over 20 years in the real estate syndication and investmentbusiness. Mr. Costello’s prior responsibilities at Boston CapitalCorporation have involved the management of the Acquisitions Department and thestructuring and distribution of conventional and tax credit private placements.Prior to joining Boston Capital Corporation in 1987, he held positions withFirst Winthrop, Reynolds Securities and Bache & Company. Mr. Costellograduated from Stonehill College and received his MBA with honors from Rutgers’Graduate School of Business Administration.

 

**Marc N.Teal,**age 44, hasbeen Chief Financial Officer of Boston Capital Corporation since May 2003.Mr. Teal previously served as Senior Vice President and Director ofAccounting and prior to that served as Vice President of PartnershipAccounting. He has been with Boston Capital Corporation since 1990. In hiscurrent role as CFO he oversees all of the accounting, financial reporting, SECreporting, budgeting, audit, tax and compliance for Boston Capital Corporation,its affiliated entities and all Boston Capital Corporation sponsored programs.Additionally, Mr. Teal is responsible for maintaining all banking andborrowing relationships of Boston Capital Corporation and treasury managementof all working capital reserves.  He alsooversees Boston Capital Corporation’s information and technology areas,including the strategic strategic planning for Boston Capital Corporation andits affiliaties.  Prior to joining BostonCapital Corporation in 1990, Mr. Teal was a Senior Accountant for Cabot,Cabot & Forbes, a multifaceted real estate company, and prior to thatwas a Senior Accountant for Liberty Real Estate Corp. He received a Bachelor ofScience Accountancy from Bentley College and a Masters in Finance from SuffolkUniversity.

 

84

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| (f)              |   | Involvement  in certain legal proceedings.                                                                                                                                                                                                                                                                                                                                                                                         |
|------------------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|             |   |                                                                                                                                                                                                                                                                                                                                                                                                                               |
|             |   | None.                                                                                                                                                                                                                                                                                                                                                                                                                              |
|             |   |                                                                                                                                                                                                                                                                                                                                                                                                                               |
| (g)              |   | Promoters and control  persons.                                                                                                                                                                                                                                                                                                                                                                                                    |
|             |   |                                                                                                                                                                                                                                                                                                                                                                                                                               |
|             |   | None.                                                                                                                                                                                                                                                                                                                                                                                                                              |
|             |   |                                                                                                                                                                                                                                                                                                                                                                                                                               |
| (h) and (i) |   | The Partnership has no  directors or executive officers and accordingly has no audit committee and no  audit committee financial expert.  The  Partnership is not a listed issuer as defined in Regulation 10A-3 promulgated  under the Securities Exchange Act of 1934.                                                                                                                                                      |
|             |   |                                                                                                                                                                                                                                                                                                                                                                                                                               |
|             |   | The General Partner of  the Partnership, Boston Capital Associates LP, has adopted a Code of Ethics  which applies to the Principal Executive Officer and Principal Financial  Officer of C&M Management, Inc.   The Code of Ethics will be provided without charge to any person who  requests it.  Such request should be  directed to, Marc N. Teal Boston Capital Corp. One Boston Place Boston, MA  02108. |

 
| Item 11. |   | Executive Compensation           |
|----------|--------|----------------------------------|
|     |   |                             |
|     |   | (a), (b), (c), (d) and  (e) |

 

ThePartnership has no officers or directors and no compensation committee.  However, under the terms of the Amended andRestated Agreement and Certificate of Limited Partnership of the Partnership,the Partnership has paid or accrued obligations to the general partner and itsaffiliates for the following fees during the 2008 fiscal year:

 

1.An annual partnership management fee based on .5 percent of the aggregate costof all apartment complexes acquired by the Operating Partnerships, less theamount of certain partnership management and reporting fees paid or payable bythe Operating Partnerships, has been accrued as payable to Boston Capital AssetManagement Limited Partnership.  Theannual partnership management fee accrued during the year ended March 31,2008 was $1,497,341. The annual partnership management fee paid during the yearended March 31, 2008 was $3,294,801. Accrued fees are payable without interest as sufficient funds becomeavailable.

 

85

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2.The Partnership has reimbursed or accrued to an affiliate of the generalpartner a total of $94,333 for amounts charged to operations during the yearended March 31, 2008. The reimbursement includes, but may not be limitedto, postage, printing, travel, and overhead allocations.

 

3. The Partnershiprecorded as payable to affiliates of the general partner a total of $0 foramounts advanced to the Partnership to enable it to make advances to theOperating Partnerships.  The Partnershipreimbursed to the affiliates of the general partner a total of $62,550 from Series 12for prior advances to the Partnership.

 
| Item 12. |   | Security Ownership of  Certain Beneficial Owners and Management                                                                                                                                                                                                                     |
|----------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|     |   |                                                                                                                                                                                                                                                                                |
| (a)      |   | Security ownership of  certain beneficial owners.                                                                                                                                                                                                                                   |
|     |   |                                                                                                                                                                                                                                                                                |
|     |   | As of March 31,  2008, 18,679,738 BACs had been issued.   The following Series are known to have one investor, Everest  Housing 199 South Los Robles Ave., Suite 200, Pasadena, CA, with  holdings in excess of 5% of the total outstanding BACs in the series. |

 
| **Series**     | ** ** | **% of BACs held** | ** ** |
|----------------|------------|-----------------------------------|------------|
| Series 9  |       | 9.43                              | %          |
| Series 10 |       | 5.14                              | %          |
| Series 11 |       | 13.99                             | %          |
| Series 12 |       | 8.92                              | %          |
| Series 14 |       | 7.19                              | %          |

 
| (b)    |   | Security ownership of  management.                                                                                                                                                                          |
|--------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                        |
|   |   | The general partner has  a 1% interest in all profits, losses, credits and distributions of the Partnership.  The Partnership’s response to Item 12(a) is  incorporated herein by reference. |
|   |   |                                                                                                                                                                                                        |
| (c)    |   | Changes in control.                                                                                                                                                                                         |

 

There exists noarrangement known to the Partnership the operation of which may at a subsequentdate result in a change in control of the Partnership.  There is a provision in the Partnership’sPartnership Agreement which allows, under certain circumstances, the ability tochange control.

 

The Partnership has nocompensation plans under which interests in the Fund are authorized forissuance.

 

86

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** **
| Item 13. |   | Certain Relationships  and Related Transactions and Director Independence |
|----------|--------|---------------------------------------------------------------------------|

 
|   |   | (a)  | Transactions with  related persons |
|--------|--------|-----------|------------------------------------|

 

ThePartnership has no officers or directors. However, under the terms of the Offering, various kinds of compensationand fees are payable to the general partner and its affiliates during theorganization and operation of the Partnership. Additionally, the general partner will receive distributions from thePartnership if there is cash available for distribution or residual proceeds asdefined in the Partnership Agreement. The amounts and kinds of compensation and fees are described in theProspectus under the caption “Compensation and Fees”, which is incorporatedherein by reference.  See Note B of Notesto Financial Statements in Item 15 of this Annual Report on Form 10-K foramounts accrued or paid to the general partner and its affiliates during theperiod from April 1, 1995 through March 31, 2008.

** **
|   |   | (b) | Review, Approval or  Ratification of transactions with related persons. |
|--------|--------|-----|-------------------------------------------------------------------------|

** **

ThePartnership response to Item 13(a) is incorporated herein by reference.

 
|   |   | (c)    | Promoters and certain  control persons. |
|--------|--------|--------|-----------------------------------------|
|   |   |   |                                    |
|   |   |   | Not applicable.                         |
|   |   |   |                                    |
|   |   | (d)    | Independence.                           |
|   |   |   |                                    |
|   |   |   | The Partnership has no  directors.      |

 

87

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| Item  14. | Principal Accounting  Fees and Services                                                                          |
|-----------|------------------------------------------------------------------------------------------------------------------|
|      |                                                                                                             |
|      | Fees paid to the  Partnership’s independent auditors for fiscal year 2008 were comprised of the  following: |

 
| **Fee  Type**       | ** ** | **Ser. 7** | ** ** | **Ser. 9** | ** ** | **Ser. 10** | ** ** | **Ser. 11** | ** ** | **Ser. 12** | ** ** | **Ser. 14** | ** ** |
|---------------------|------------|-----------------|------------|-----------------|------------|------------------|------------|------------------|------------|------------------|------------|------------------|------------|
| Audit Fees          |       | $               | 11,252     |            | $          | 23,282           |       | $                | 22,202     |             | $          | 22,202           |       | $ | 25,602 |   | $ | 47,122 |   |
|                |       |            |       |            |       |             |       |             |       |             |       |             |       |
| Audit Related  Fees |       |            |       |            |       | 500              |       | 1,000            |       | 250              |       | 1,750            |       |
|                |       |            |       |            |       |             |       |             |       |             |       |             |       |
| Tax Fees            |       | 3,715           |       | 9,795           |       | 8,845            |       | 9,035            |       | 10,365           |       | 18,915           |       |
|                |       |            |       |            |       |             |       |             |       |             |       |             |       |
| All Other Fees      |       | —          |       | —          |       | —           |       | —           |       | —           |       | —           |       |
|                |       |            |       |            |       |             |       |             |       |             |       |             |       |
| Total               |       | $               | 14,967     |            | $          | 33,077           |       | $                | 31,547     |             | $          | 32,237           |       | $ | 36,217 |   | $ | 67,787 |   |

 
|   | Fees paid to the  Partnership’s independent auditors for fiscal year 2007 were comprised of the  following: |
|--------|------------------------------------------------------------------------------------------------------------------|

 
| **Fee  Type**       | ** ** | **Ser. 7** | ** ** | **Ser. 9** | ** ** | **Ser. 10** | ** ** | **Ser. 11** | ** ** | **Ser. 12** | ** ** | **Ser. 14** |   |
|---------------------|------------|-----------------|------------|-----------------|------------|------------------|------------|------------------|------------|------------------|------------|------------------|--------|
| Audit Fees          |       | $               | 10,789     |            | $          | 22,359           |       | $                | 21,319     |             | $          | 21,319           |   | $ | 24,589 |   | $ | 45,279 |   |
|                |       |            |       |            |       |             |       |             |       |             |       |             |   |
| Audit Related  Fees |       |            |       |            |       | 500              |       | 750              |       | 250              |       | 1,500            |   |
|                |       |            |       |            |       |             |       |             |       |             |       |             |   |
| Tax Fees            |       | 3,970           |       | 9,700           |       | 9,700            |       | 9,700            |       | 11,740           |       | 19,320           |   |
|                |       |            |       |            |       |             |       |             |       |             |       |             |   |
| All Other Fees      |       | —          |       | —          |       | —           |       | —           |       | —           |       | —           |   |
|                |       |            |       |            |       |             |       |             |       |             |       |             |   |
| Total               |       | $               | 14,759     |            | $          | 32,059           |       | $                | 31,519     |             | $          | 31,769           |   | $ | 36,579 |   | $ | 66,099 |   |

 
|   | Audit Committee                                                                                                                                                                                                     |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                |
|   | The Partnership has no  Audit Committee.  All audit services  and any permitted non-audit services performed by the Partnership’s  independent auditors are pre-approved by C&M Management, Inc. |

 

88

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PART IV

 
| Item 15.          |   | Exhibits and Financial  Statement Schedules                                                                                                                                                        |
|-------------------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|              |   |                                                                                                                                                                                               |
| (a)  1. |   | Financial Statements -  Filed herein as Exhibit 13                                                                                                                                            |
|              |   |                                                                                                                                                                                               |
|              |   | Balance  Sheets, March 31, 2008 and 2007                                                                                                                                                      |
|              |   |                                                                                                                                                                                               |
|              |   | Statement  of Operations, Years ended March 31, 2008, and 2007                                                                                                                                |
|              |   |                                                                                                                                                                                               |
|              |   | Statements  of Changes in Partners’ Capital, Years ended March 31, 2008, and 2007                                                                                                        |
|              |   |                                                                                                                                                                                               |
|              |   | Statements  of Cash Flows, Years ended March 31, 2008, and 2007                                                                                                                               |
|              |   |                                                                                                                                                                                               |
|              |   | Notes to Financial  Statements, March 31, 2008, and 2007                                                                                                                                      |
|              |   |                                                                                                                                                                                               |
|              |   | Crestwood RRH, LTD. -  Filed herein as Exhibit 99.1                                                                                                                                           |
|              |   |                                                                                                                                                                                               |
|              |   | Independent Auditors’  Report                                                                                                                                                                 |
|              |   |                                                                                                                                                                                               |
|              |   | Balance Sheets,  December 31, 2007 and 2006                                                                                                                                                   |
|              |   |                                                                                                                                                                                               |
|              |   | Statements of  Operations, Years ended December 31, 2007 and 2006                                                                                                                             |
|              |   |                                                                                                                                                                                               |
|              |   | Statements of Cash  Flow, Years ended December 31, 2007 and 2006                                                                                                                              |
|              |   |                                                                                                                                                                                               |
|              |   | Statements of Changes  in Partners’ Capital, Years ended December 31, 2007 and 2006                                                                                                      |
|              |   |                                                                                                                                                                                               |
|              |   | Notes to Financial  Statements, Years ended December 31, 2007 and 2006                                                                                                                        |
|              |   |                                                                                                                                                                                               |
| (a)  2. |   | Financial Statement  Schedules                                                                                                                                                                     |
|              |   |                                                                                                                                                                                               |
|              |   | Schedules not listed  are omitted because of the absence of the conditions under which they are  required or because the information is included in the financial statements  or the notes hereto. |
|              |   |                                                                                                                                                                                               |
|  (b)         |   | 1. Exhibits (listed  according to the number assigned in the table in Item 601 of Regulation S-K)                                                                                                  |
|              |   |                                                                                                                                                                                               |
|              |   |                                                                                                                                                                                               | Exhibit No. 3  - Organization Documents. |
|              |   |                                                                                                                                                                                               |   |
|              |   |                                                                                                                                                                                               | a. |   | Certificate  of Limited Partnership of Boston Capital Tax Credit Fund II Limited  Partnership. (Incorporated by reference from Exhibit 3 to the  Partnership’s Registration Statement No. 33-30145 on Form S-11 as  filed with the Securities and Exchange Commission on October 25, 1989.) |

 

89

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|   |   |   | Exhibit No. 4  - Instruments defining the rights of security holders, including indentures. |
|--------|--------|--------|-------------------------------------------------------------------------------------------------------|
|   |   |   |                                                                                                  |
|   |   |   | a.                                                                                                    |   | Agreement  of Limited Partnership of Boston Capital Tax Credit Fund II Limited  Partnership.  (Incorporated by  reference from Exhibit 4 to the Partnership’s Registration Statement No. 33-30145  on Form S-11 as filed with the Securities and Exchange Commission on October 25,  1989.) |
|   |   |   |                                                                                                  |   |   |
|   |   |   | Exhibit No. 10  - Material contracts.                                                       |
|   |   |   |                                                                                                  |   |   |
|   |   |   | a.                                                                                                    |   | Beneficial  Assignee Certificate.  (Incorporated by  reference from Exhibit 10A to the Partnership’s Registration Statement No. 33-30145  on Form S-11 as filed with the Securities and Exchange Commission on October 25,  1989.) |
|   |   |   |                                                                                                  |   |   |
|   |   |   | Exhibit No. 13  - Financial Statements                                                      |
|   |   |   |                                                                                                  |   |   |
|   |   |   | a.                                                                                                    |   | Financial  Statement of Boston Capital Tax Credit Fund II Limited Partnership, filed  herein |
|   |   |   |                                                                                                  |   |   |
|   |   |   | Exhibit  No. 23 - Consents of experts and counsel.                                                    |
|   |   |   |                                                                                                  |   |   |
|   |   |   | a.                                                                                                    |   | Independent Auditor’s  Reports for Operating Partnerships, filed herein |
|   |   |   |                                                                                                  |   |   |
|   |   |   | Exhibit No. 31  Certification 302                                                           |
|   |   |   |                                                                                                  |   |   |
|   |   |   | a.                                                                                                    |   | Certification  pursuant to 18 U.S.C. Section 1350, pursuant to Section 302 of the  Sarbanes-Oxley Act of 2002, filed herein |
|   |   |   |                                                                                                  |   |   |
|   |   |   | b.                                                                                                    |   | Certification pursuant  to 18 U.S.C. Section 1350, pursuant to Section 302 of the  Sarbanes-Oxley Act of 2002, filed herein |
|   |   |   |                                                                                                  |   |   |
|   |   |   | Exhibit No. 32  Certification 906                                                           |
|   |   |   |                                                                                                  |   |   |
|   |   |   | a.                                                                                                    |   | Certification pursuant  to 18 U.S.C. Section 1350, pursuant to Section 906 of the  Sarbanes-Oxley Act of 2002, filed herein |
|   |   |   |                                                                                                  |   |   |
|   |   |   | b.                                                                                                    |   | Certification pursuant  to 18 U.S.C. Section 1350, pursuant to Section 906 of the  Sarbanes-Oxley Act of 2002, filed herein |

 

90

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## SIGNATURES

 

Pursuant to therequirements of Section 13 of the Securities Exchange Act of 1934, thePartnership has duly caused this Report to be signed on its behalf by theundersigned, thereunto duly authorized.

 
|               | Boston  Capital Tax Credit Fund II Limited  Partnership |
|--------------------|---------------------------------------------------------|
|               | By:                                                     | Boston Capital  Associates II L.P.  General Partner |
|               |                                                    |   |
|               | By:                                                     | BCA Associates  Limited Partnership,  General Partner |
|               |                                                    |   |
| Date:              | By:                                                     | C&M  Management Inc.,  General Partner |
|               |                                                    |   |
| July 14, 2008 | By:                                                     | /s/ John P. Manning |
|               |                                                    | John P. Manning |

 

 

Pursuant to therequirements of the Securities Exchange Act of 1934, this report has beensigned below by the following persons on behalf of the Partnership and in thecapacities and on the dates indicated:

 
| **DATE:**          | ** ** | **SIGNATURE:**      | ** ** | **TITLE:**                                                                                                                                                               |
|--------------------|------------|---------------------|------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|               |       |                |       |                                                                                                                                                                     |
| July 14, 2008 |       | /s/ John P. Manning |       | Director, President                                                                                                                                                      |
|               |       | John P. Manning     |       | (Principal Executive  Officer) C&M Management  Inc.; Director,  President (Principal  Executive Officer)  BCTC II Assignor Corp.                                     |
|               |       |                |       |                                                                                                                                                                     |
| July 14, 2008 |       | /s/ Marc N. Teal    |       | Chief Financial Officer                                                                                                                                                  |
|               |       | Marc N. Teal        |       | (Principal Financial  and Accounting  Officer),C&M Management  Inc.; Chief Financial  Officer (Principal  Financial and  Accounting Officer)  BCTC II Assignor Corp. |

 

91

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