**SECURITIESAND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

**FORM 10-K**

 
| **ý** | ** ** | **Annual report pursuant to Section 13 or 15(d) of  the Securities Exchange Act of 1934**                                                                                                                                                             |
|------------|------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|       |       |                                                                                                                                                                                                                                                  |
|       |       | **For the  fiscal year ended March 31, 2005 or**                                                                                                                                                                                                      |
|       |       |                                                                                                                                                                                                                                                  |
| **o**      | ** ** | **TRANSITION REPORT PERSUANT TO  SECTION 13 OR 15 (d) OF THE SECURITIES**                                                                                                                                                                             |
|       |       | **EXCHANGE ACT OF 1934**                                                                                                                                                                                                                              |
|       |       |                                                                                                                                                                                                                                                  |
|       |       | **For the  transition period from                    to                  ** |

 

**Commission file number 0-19443**

 

**BOSTONCAPITAL TAX CREDIT FUND II LIMITED PARTNERSHIP**

(Exact name of registrantas specified in its charter)

 
| **Delaware**                                                        |       | **04-3066791**                            |
|---------------------------------------------------------------------|------------|-------------------------------------------|
| **(State or other jurisdiction  of incorporation or organization)** | ** ** | **(I.R.S. Employer  Identification No.)** |

 

**One Boston Place, Suite 2100,Boston, Massachusetts  02108**

(Address of principalexecutive offices)

 

**617-624-8900**

(Registrants telephonenumber, including area code)

 

Securities registeredpursuant to Section 12(b) of the Act:

 
| **Name of each exchange** | ** ** | **Title of each class  on which registered** |
|---------------------------|------------|----------------------------------------------|
|                      |       |                                         |
| None                      |       | None                                         |

 

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

 

**Beneficial Assignee Certificates**

(Title of Class)

 

Indicate by check mark whether the Partnership (1) has filed allreports required to be filed by Section 13 or 15(d) of the Securities ExchangeAct of 1934 during the preceding twelve months (or for such shorter period thatthe Partnership was required to file such reports), and (2) has been subject tosuch filing requirements for the past 90 days.

 
| YES | ý |   | NO | o |
|-----|--------|--------|----|---|

 

Indicate by check mark if disclosure of delinquent filers pursuant toItem 405 of Regulation S-K (229.405 of this chapter) is not contained herein,and will not be contained, to the best of registrant’s knowledge, in definitiveproxy or information statements incorporated by reference in Part III of this Form10-K or any amendment to this Form 10-K.    ý

 

Indicate by check mark whether the registrant is an accelerated filer(as defined in Rule 12b-2 of the ACT)

 
| YES | o |   | NO | ý |
|-----|---|--------|----|--------|

 

 

----

 

DOCUMENTS INCORPORATED BYREFERENCE

 

The following documents of the Partnership are incorporated byreference:

 
| **Form 10-K  Parts** | ** ** | **Document**                                 |
|----------------------|------------|----------------------------------------------|
|                 |       |                                         |
| Parts I, III         |       | October 25, 1989 Prospectus, as supplemented |
|                 |       |                                         |
| Parts II, IV         |       |                                         |

 

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BOSTON CAPITAL TAX CREDITFUND II LIMITED PARTNERSHIP

Form 10-K ANNUAL REPORTFOR THE YEAR ENDED MARCH 31, 2005

 

TABLE OF CONTENTS

 
| PART I   |   |
|----------|--------|
|     |   |   |   |
| Item 1.  |   | Business |   |
| 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 and Executive Officers of the Fund |   |
| Item 11. |   | Executive Compensation |   |
| Item 12. |   | Security Ownership of Certain Beneficial Owners and  Management |   |
| Item 13. |   | Certain Relationships and Related Transactions |   |
| Item 14. |   | Principal Accountant Fees and Services |   |
|     |   |   |   |
| PART IV  |   |
|     |   |
| Item 15. |   | Exhibits, Financial Statement Schedules, and Reports  on Form 8-K |   |
|     |   |   |   |
|     |   | Signatures |   |

 

----

 

PART I

 

Item 1  Business

 

Organization

 

Boston Capital Tax Credit Fund II Limited Partnership (the “Partnership”)is a limited partnership formed under the Delaware Revised Uniform LimitedPartnership Act as of June 28, 1989. Effective as of June 1, 2001 there was arestructuring, and as a result, the Fund’s general partner was reorganized asfollows.  The General Partner of the Fundcontinues 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., aMassachusetts corporation.  John P.Manning is the principal of Boston Capital Partners, Inc. and C&MManagement Inc. The limited partner of the General Partner is Capital InvestmentHoldings, a general partnership whose partners are certain officers andemployees of Boston Capital Partners, Inc., and its affiliates. The AssignorLimited Partner is BCTC II Assignor Corp., a Delaware corporation which is nowwholly-owned by John P. Manning.

 

The Assignor Limited Partner was formed for the purpose of serving inthat capacity for the Partnership and will not engage in any otherbusiness.  Units of beneficial interestin the Limited Partnership Interest of the Assignor Limited Partner have beenassigned by the Assignor Limited Partner by means of beneficial assigneecertificates (“BACs”) to investors and investors are entitled to all the rightsand economic benefits of a Limited Partner of the Partnership including rightsto a percentage of the income, gains, losses, deductions, credits anddistributions of the Partnership.

 

A Registration Statement on Form S-11 and the related prospectus, assupplemented (the “Prospectus”) was filed with the Securities and ExchangeCommission and became effective October 25, 1989 in connection with a publicoffering (“Offering”) in Series 7, 9 through 12, and 14.  The Partnership raised $186,337,517representing a total of 18,679,738 BACs. The Partnership completed sales ofBACs in all Series on January 27, 1992.

 

Description of Business

 

The Partnership’s principal business is to invest as a limited partnerin other limited partnerships (the “Operating Partnerships”), each of whichowns or leases and operates an Apartment Complex exclusively or partially forlow- and moderate-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 Complex has qualified for the low-income housing taxcredit under Section 42 of the Code (the “Federal Housing Tax Credit”), therebyproviding tax benefits over a period of twelve years in the form of tax creditswhich investors may use to offset income, subject to certain strictlimitations, from other sources.  Certainof the Apartment Complexes also qualified for the historic

 

1

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rehabilitation tax credit under Section 47 of the Code (the “RehabilitationTax Credit”).  The Federal Housing TaxCredit and the Government Assistance programs are described on pages 67 to 92of the Prospectus, as supplemented, under the caption “Government AssistancePrograms,” which is incorporated herein by reference.  Section 236 (f) (ii) of the National HousingAct, as amended, in Section 101 of the Housing and Urban Development Act of1965, as amended, each provide for the making by HUD of rent supplementpayments to low income tenants in properties which receive other forms offederal assistance such as Tax Credits. The payments for each tenant, which are made directly to the owner oftheir property, generally are in such amounts as to enable the tenant to payrent equal to 30% of the adjusted family income.  Some of the Apartment Complexes in which thePartnership has invested are receiving such rent supplements from HUD.  HUD has been in the process of convertingrent supplement assistance to assistance paid not to the owner of the ApartmentComplex, but directly to the individuals. At this time, the Partnership is unable to predict whether Congress willcontinue rent supplement programs payable directly to owners of the ApartmentComplex.

 

As of March 31, 2005, the Partnership had invested in a total of 227Operating Partnerships; 10 Operating Partnerships on behalf of Series 7, 41Operating Partnerships on behalf of Series 9, 42 Operating Partnerships onbehalf of Series 10, 40 Operating Partnerships on behalf of Series 11, 51Operating Partnerships on behalf of Series 12, and 93 Operating Partnerships onbehalf of Series 14. A description of these Operating Partnerships is set forthin Item 2 herein.

 

The business objectives of 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 objectives and investment policies of the Partnership aredescribed more fully on pages 44 to 52 of the Prospectus, as supplemented,under the caption “Business Objectives and Investment Policies,” which isincorporated herein by reference.

 

Item 2.  Properties

 

The Partnership has acquired a Limited Partnership Interest in each ofthe 301 Operating Partnerships in 6 series identified in the table set forthbelow.  In each instance the ApartmentComplex owned by each of the Operating Partnerships is eligible for the FederalHousing Tax Credit. Initial occupancy of a unit in each Apartment Complex whichcomplied with the Minimum Set-Aside Test (i.e., initial occupancy by tenantswith incomes equal to no more than a certain percentage of area median income)and the Rent Restriction Test (i.e., gross rent charged tenants does not exceed30% 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 the pastfiscal year.  The General Partnerbelieves that there is adequate casualty insurance on the properties.

 

Please refer to Item 7. “Management’s Discussion and Analysis ofFinancial Condition and Results of Operations” for a more detailed discussionof operational difficulties experienced by certain of the OperatingPartnerships.

 

3

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Boston Capital Tax CreditFund II Limited Partnership - Series 7

 

PROPERTY PROFILES AS OFMARCH 31, 2005

 
| **Property  Name**                   | ** ** | **Location**     | ** ** | **Units** | ** ** | **Mortgage  Balance  As of  12/31/04** | ** ** | **Acq  Date** | ** ** | **Const  Comp** | ** ** | **Qualified  Occupancy  3/31/05** | ** ** | **Cap Con  Paid  Thru  3/31/05** | ** ** |
|--------------------------------------|------------|------------------|------------|-----------|------------|----------------------------------------|------------|---------------|------------|-----------------|------------|-----------------------------------|------------|----------------------------------|------------|
|                                 |       |             |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Briarwood  Apartments                |       | Cameron, MO      |       | 24        |       | $                                      | 610,479    |          | 12/89      |            | 12/89      |                              | 100        | %                                | $          | 157,254 |   |
|                                 |       |             |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Creekside  Apartments                |       | Vandergrift, PA  |       | 30        |       | 1,067,342                              |       | 6/89          |       | 9/89            |       | 100                               | %          | 247,790                          |       |
|                                 |       |             |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Deer Hill II  Apartments             |       | Huntersville, NC |       | 40        |       | 1,445,288                              |       | 2/90          |       | 5/89            |       | 100                               | %          | 333,370                          |       |
|                                 |       |             |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Hillandale  Commons                  |       | Lithonia, GA     |       | 132       |       | 4,456,093                              |       | 12/89         |       | 1/90            |       | 100                               | %          | 1,138,907                        |       |
|                                 |       |             |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Leo A. Meyer  Senior Citizen Housing |       | King City, CA    |       | 44        |       | 1,658,088                              |       | 6/90          |       | 11/89           |       | 100                               | %          | 893,708                          |       |
|                                 |       |             |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Lebanon  Properties II               |       | Lebanon, MO      |       | 24        |       | 562,674                                |       | 12/89         |       | 7/89            |       | 100                               | %          | 136,440                          |       |
|                                 |       |             |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Oak Grove  Estates                   |       | Oak Grove, MO    |       | 20        |       | 474,179                                |       | 12/89         |       | 9/89            |       | 100                               | %          | 113,188                          |       |
|                                 |       |             |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Oakview  Apartments                  |       | Delta, OH        |       | 38        |       | 1,111,124                              |       | 12/89         |       | 10/89           |       | 100                               | %          | 258,264                          |       |
|                                 |       |             |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Metropole  Apartments                |       | Miami Beach, FL  |       | 42        |       | 1,943,764                              |       | 12/89         |       | 12/89           |       | 100                               | %          | 694,581                          |       |
|                                      |            |                  |            |           |            |                                        |            |               |            |                 |            |                                   |            |                                  |            |  |  |

 

4

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| **Property   Name**         | ** ** | **Location**        | ** ** | **Units** | ** ** | **Mortgage  Balance  As of  12/31/04** | ** ** | **Acq  Date** | ** ** | **Const  Comp** | ** ** | **Qualified  Occupancy  3/31/05** | ** ** | **Cap Con  Paid  Thru  3/31/05** | ** ** |
|-----------------------------|------------|---------------------|------------|-----------|------------|----------------------------------------|------------|---------------|------------|-----------------|------------|-----------------------------------|------------|----------------------------------|------------|
|                        |       |                |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Westwood Square  Apartments |       | Moore Head City, NC |       | 36        |       | $                                      | 1,377,259  |          | 7/90       |            | 7/90       |                              | 100        | %                                | $          | 117,286 |   |
|                             |            |                     |            |           |            |                                        |            |               |            |                 |            |                                   |            |                                  |            |  |  |

 

5

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Boston Capital Tax CreditFund II Limited Partnership - Series 9

 

PROPERTY PROFILES AS OFMARCH 31, 2005

 
| **Property  Name**         | ** ** | **Location** | ** ** | **Units** | ** ** | **Mortgage  Balance  As of  12/31/04** | ** ** | **Acq  Date** | ** ** | **Const  Comp** | ** ** | **Qualified  Occupancy  3/31/05** | ** ** | **Cap Con  Paid  Thru  3/31/05** | ** ** |
|----------------------------|------------|--------------|------------|-----------|------------|----------------------------------------|------------|---------------|------------|-----------------|------------|-----------------------------------|------------|----------------------------------|------------|
|                       |       |         |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Azalea Village  Apartments |       | Crawford, GA |       | 24        |       | $                                      | 626,141    |          | 5/90       |            | 5/90       |                              | 100        | %                                | $          | 143,206 |   |
|                       |       |         |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Beaver Brook  Commons      |       | Pelham, NH   |       | 24        |       | 1,159,298                              |       | 4/90          |       | 5/90            |       | 91                                | %          | 290,403                          |       |
|                       |       |         |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Big Lake Seniors           |       | Big Lake, TX |       | 20        |       | 542,137                                |       | 4/94          |       | 6/95            |       | 100                               | %          | 145,660                          |       |
|                       |       |         |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Blanco Senior  Apts.       |       | Blanco, TX   |       | 20        |       | 505,606                                |       | 12/93         |       | 9/94            |       | 100                               | %          | 98,561                           |       |
|                       |       |         |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Cotton Mill  Apartments    |       | Stuart, VA   |       | 40        |       | 1,438,618                              |       | 10/92         |       | 7/93            |       | 100                               | %          | 271,351                          |       |
|                       |       |         |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Country Lane  Apts.        |       | Blakely, GA  |       | 32        |       | 1,029,136                              |       | 5/90          |       | 5/90            |       | 100                               | %          | 211,916                          |       |
|                            |            |              |            |           |            |                                        |            |               |            |                 |            |                                   |            |                                  |            |  |  |

 

6

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| **Property Name**          | ** ** | **Location**    | ** ** | **Units** | ** ** | **Mortgage  Balance  As of  12/31/04** | ** ** | **Acq  Date** | ** ** | **Const  Comp** | ** ** | **Qualified  Occupancy  3/31/05** | ** ** | **Cap Con  Paid  Thru  3/31/05** | ** ** |
|----------------------------|------------|-----------------|------------|-----------|------------|----------------------------------------|------------|---------------|------------|-----------------|------------|-----------------------------------|------------|----------------------------------|------------|
|                       |       |            |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Fawn River  Apartments     |       | Sturgis, MI     |       | 100       |       | $                                      | 3,630,595  |          | 10/90      |            | 10/90      |                              | 100        | %                                | $          | 971,446 |   |
|                       |       |            |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Garden Lake  Apartments    |       | Immokalee, FL   |       | 65        |       | 2,153,907                              |       | 5/90          |       | 5/90            |       | 100                               | %          | 577,529                          |       |
|                       |       |            |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Glenwood Hotel             |       | Porterville, CA |       | 36        |       | 648,613                                |       | 6/90          |       | 6/90            |       | 100                               | %          | 383,100                          |       |
|                       |       |            |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Grand Princess  Manor      |       | St. Croix, USVI |       | 24        |       | 1,465,425                              |       | 6/90          |       | 8/90            |       | 100                               | %          | 374,766                          |       |
|                       |       |            |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Grand Princess  Villa      |       | St. Croix, USVI |       | 24        |       | 1,464,447                              |       | 6/90          |       | 8/90            |       | 100                               | %          | 276,203                          |       |
|                       |       |            |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Grifton Manor  Apts.       |       | Grifton, NC     |       | 40        |       | 1,213,062                              |       | 9/93          |       | 2/94            |       | 100                               | %          | 261,645                          |       |
|                       |       |            |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Hacienda Villa  Apartments |       | Firebaugh, CA   |       | 120       |       | 3,540,466                              |       | 4/90          |       | 1/90            |       | 100                               | %          | 1,343,294                        |       |
|                       |       |            |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Haines City  Apartments    |       | Haines City, FL |       | 46        |       | 1,413,997                              |       | 4/90          |       | 2/90            |       | 100                               | %          | 339,465                          |       |
|                       |       |            |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Hamlet Square              |       | Newfane, NY     |       | 24        |       | 890,603                                |       | 10/92         |       | 9/92            |       | 96                                | %          | 193,830                          |       |
|                       |       |            |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Hill St. Commons           |       | South Paris, ME |       | 25        |       | 1,457,069                              |       | 11/92         |       | 10/92           |       | 100                               | %          | 301,064                          |       |
|                       |       |            |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Kristin Park  Apartments   |       | Las Vegas, NV   |       | 44        |       | 1,364,294                              |       | 3/90          |       | 6/90            |       | 100                               | %          | 313,200                          |       |
|                            |            |                 |            |           |            |                                        |            |               |            |                 |            |                                   |            |                                  |            |  |  |

 

7

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| **Property  Name**                  | ** ** | **Location**     | ** ** | **Units** | ** ** | **Mortgage  Balance  As of  12/31/04** | ** ** | **Acq  Date** | ** ** | **Const  Comp** | ** ** | **Qualified  Occupancy  3/31/05** | ** ** | **Cap Con  Paid  Thru  3/31/05** | ** ** |
|-------------------------------------|------------|------------------|------------|-----------|------------|----------------------------------------|------------|---------------|------------|-----------------|------------|-----------------------------------|------------|----------------------------------|------------|
|                                |       |             |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Le Grand Apts.                      |       | Le Grand, CA     |       | 34        |       | $                                      | 1,697,926  |          | 11/92      |            | 10/93      |                              | 100        | %                                | $          | 419,011 |   |
|                                |       |             |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Longmeadow  Apartments              |       | Skowhegan, ME    |       | 28        |       | 1,453,234                              |       | 8/90          |       | 8/90            |       | 100                               | %          | 284,000                          |       |
|                                |       |             |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Magnolia Lane  Apartments           |       | Bloomingdale, GA |       | 48        |       | 1,447,591                              |       | 5/90          |       | 3/90            |       | 100                               | %          | 321,908                          |       |
|                                |       |             |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Meadowcrest  Southfield, Apartments |       | Southfield, MI   |       | 83        |       | 2,776,531                              |       | 9/90          |       | 10/90           |       | 100                               | %          | 1,116,284                        |       |
|                                |       |             |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Mill Pond  Apartments               |       | Brooklyn, MI     |       | 36        |       | 1,083,724                              |       | 5/90          |       | 5/90            |       | 100                               | %          | 250,175                          |       |
|                                |       |             |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Pinewoods  Apartments               |       | Springfield, IL  |       | 168       |       | 4,024,874                              |       | 6/90          |       | 6/91            |       | 100                               | %          | 1,258,700                        |       |
|                                |       |             |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Pine Ridge Place                    |       | Polkton, NC      |       | 16        |       | 623,783                                |       | 1/94          |       | 12/93           |       | 100                               | %          | 114,730                          |       |
|                                |       |             |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Pleasanton  Seniors Apts.           |       | Pleasanton, TX   |       | 24        |       | 605,074                                |       | 12/93         |       | 7/93            |       | 100                               | %          | 144,839                          |       |
|                                |       |             |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Putney Meadows  Apts                |       | Putney, VT       |       | 28        |       | 1,401,254                              |       | 12/92         |       | 5/93            |       | 100                               | %          | 374,495                          |       |
|                                     |            |                  |            |           |            |                                        |            |               |            |                 |            |                                   |            |                                  |            |  |  |

 

8

----

 
| **Property  Name**          | ** ** | **Location**     | ** ** | **Units** | ** ** | **Mortgage  Balance  As of  12/31/04** | ** ** | **Acq  Date** | ** ** | **Const  Comp** | ** ** | **Qualified  Occupancy  3/31/05** | ** ** | **Cap Con  Paid  Thru  3/31/05** | ** ** |
|-----------------------------|------------|------------------|------------|-----------|------------|----------------------------------------|------------|---------------|------------|-----------------|------------|-----------------------------------|------------|----------------------------------|------------|
|                        |       |             |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Quail Hollow II             |       | Raleigh, NC      |       | 36        |       | $                                      | 1,377,486  |          | 7/90       |            | 9/90       |                              | 100        | %                                | $          | 313,521 |   |
|                        |       |             |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Rainbow Gardens  Apartments |       | Dunnellon, FL    |       | 36        |       | 1,187,516                              |       | 12/92         |       | 6/93            |       | 100                               | %          | 236,763                          |       |
|                        |       |             |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Raitt Street  Apts.         |       | Santa Ana, CA    |       | 6         |       | 815,230                                |       | 5/93          |       | 8/93            |       | 100                               | %          | 416,200                          |       |
|                        |       |             |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| School St. Apts.  II        |       | Marshall, WI     |       | 24        |       | 628,694                                |       | 6/93          |       | 6/93            |       | 100                               | %          | 652,967                          |       |
|                        |       |             |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Scottsville  Hollow         |       | Scottsville, NY  |       | 36        |       | 1,395,776                              |       | 5/90          |       | 5/90            |       | 100                               | %          | 304,060                          |       |
|                        |       |             |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| St. Paul’s  Apartments |       | St. Paul, NC     |       | 32        |       | 1,241,856                              |       | 5/90          |       | 9/90            |       | 100                               | %          | 263,165                          |       |
|                        |       |             |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Surry Village II            |       | Surry, VA        |       | 24        |       | 836,168                                |       | 5/90          |       | 1/90            |       | 100                               | %          | 157,002                          |       |
|                        |       |             |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Tappahannock  Greens Apts.  |       | Tappahannock, VA |       | 40        |       | 1,474,090                              |       | 3/94          |       | 5/94            |       | 100                               | %          | 293,486                          |       |
|                        |       |             |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Telluride  Apartments       |       | Telluride, CO    |       | 30        |       | 1,445,759                              |       | 9/90          |       | 11/90           |       | 100                               | %          | 300,033                          |       |
|                        |       |             |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Twin Oaks  Apartments       |       | Raeford, NC      |       | 28        |       | 1,115,128                              |       | 5/90          |       | 5/90            |       | 100                               | %          | 275,894                          |       |
|                             |            |                  |            |           |            |                                        |            |               |            |                 |            |                                   |            |                                  |            |  |  |

 

9

----

 
| **Property  Name**          | ** ** | **Location**       | ** ** | **Units** | ** ** | **Mortgage  Balance  As of  12/31/04** | ** ** | **Acq  Date** | ** ** | **Const  Comp** | ** ** | **Qualified  Occupancy  3/31/05** | ** ** | **Cap Con  Paid  Thru  3/31/05** | ** ** |
|-----------------------------|------------|--------------------|------------|-----------|------------|----------------------------------------|------------|---------------|------------|-----------------|------------|-----------------------------------|------------|----------------------------------|------------|
|                        |       |               |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Village Oaks  Apartments II |       | Live Oak, FL       |       | 24        |       | $                                      | 717,798    |          | 6/90       |            | 2/90       |                              | 100        | %                                | $          | 164,291 |   |
|                        |       |               |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Warrensburg  Estates        |       | Warrensburg, MO    |       | 32        |       | 776,492                                |       | 4/90          |       | 4/90            |       | 100                               | %          | 181,849                          |       |
|                        |       |               |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Westside  Apartments        |       | Providence, RI     |       | 40        |       | 2,240,453                              |       | 6/90          |       | 12/90           |       | 100                               | %          | 1,777,738                        |       |
|                        |       |               |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Westwood Square  Apartments |       | Moorehead City, NC |       | 36        |       | 1,377,259                              |       | 7/90          |       | 7/90            |       | 100                               | %          | 195,391                          |       |
|                             |            |                    |            |           |            |                                        |            |               |            |                 |            |                                   |            |                                  |            |  |  |

 

10

----

 

Boston Capital Tax CreditFund II Limited Partnership - Series 10

 

PROPERTY PROFILES AS OFMARCH 31, 2005

 
| **Property  Name**         | ** ** | **Location**    | ** ** | **Units** | ** ** | **Mortgage  Balance  As of  12/31/04** | ** ** | **Acq  Date** | ** ** | **Const  Comp** | ** ** | **Qualified  Occupancy  3/31/05** | ** ** | **Cap Con  Paid  Thru  3/31/05** | ** ** |
|----------------------------|------------|-----------------|------------|-----------|------------|----------------------------------------|------------|---------------|------------|-----------------|------------|-----------------------------------|------------|----------------------------------|------------|
|                       |       |            |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Athens Park  Apartments    |       | Athens, AL      |       | 48        |       | $                                      | 1,313,131  |          | 8/90       |            | 6/90       |                              | 100        | %                                | $          | 354,144 |   |
|                       |       |            |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Autumn Lane  Apartments    |       | Washington, GA  |       | 24        |       | 720,739                                |       | 8/89          |       | 11/90           |       | 100                               | %          | 168,234                          |       |
|                       |       |            |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Baytree  Apartments        |       | Richlands, NC   |       | 24        |       | 940,575                                |       | 11/88         |       | 7/90            |       | 100                               | %          | 210,999                          |       |
|                       |       |            |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Benchmark  Apartments      |       | China Grove, NC |       | 24        |       | 1,091,569                              |       | 11/88         |       | 7/90            |       | 100                               | %          | 223,328                          |       |
|                       |       |            |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Berkshire  Apartments II   |       | Wichita, KS     |       | 66        |       | 1,654,256                              |       | 7/90          |       | 7/90            |       | 100                               | %          | 1,183,452                        |       |
|                       |       |            |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Brentwood  Apartments      |       | Eunice, LA      |       | 32        |       | 937,450                                |       | 11/90         |       | 10/90           |       | 100                               | %          | 205,470                          |       |
|                       |       |            |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Briarwood  Apartments      |       | Middleburg, FL  |       | 52        |       | 1,454,381                              |       | 8/90          |       | 8/90            |       | 100                               | %          | 509,251                          |       |
|                       |       |            |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Butler Manor  Apartments   |       | Morgantown, KY  |       | 16        |       | 492,879                                |       | 12/90         |       | 2/91            |       | 100                               | %          | 119,952                          |       |
|                       |       |            |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Campbell Creek  Apartments |       | Dallas, GA      |       | 80        |       | 1,444,661                              |       | 12/91         |       | 10/90           |       | 100                               | %          | 735,000                          |       |
|                       |       |            |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Candlewick Place           |       | Monroeville, AL |       | 40        |       | 1,229,544                              |       | 12/92         |       | 10/92           |       | 100                               | %          | 241,600                          |       |
|                       |       |            |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Cedarstone Apts.           |       | Poplarville, MS |       | 24        |       | 757,638                                |       | 5/93          |       | 5/93            |       | 100                               | %          | 180,800                          |       |
|                       |       |            |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Charlton Court  Apartments |       | Folkston, GA    |       | 40        |       | 1,175,884                              |       | 12/92         |       | 1/93            |       | 100                               | %          | 263,520                          |       |
|                            |            |                 |            |           |            |                                        |            |               |            |                 |            |                                   |            |                                  |            |  |  |

 

11

----

 
| **Property  Name**            | ** ** | **Location**      | ** ** | **Units** | ** ** | **Mortgage  Balance  As of  12/31/04** | ** ** | **Acq  Date** | ** ** | **Const  Comp** | ** ** | **Qualified  Occupancy  3/31/05** | ** ** | **Cap Con  Paid  Thru  3/31/05** | ** ** |
|-------------------------------|------------|-------------------|------------|-----------|------------|----------------------------------------|------------|---------------|------------|-----------------|------------|-----------------------------------|------------|----------------------------------|------------|
|                          |       |              |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Chuckatuck  Square            |       | Suffolk VA        |       | 42        |       | $                                      | 1,441,053  |          | 11/90      |            | 2/90       |                              | 100        | %                                | $          | 320,900 |   |
|                          |       |              |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Cloverleaf Apartments         |       | Bishopville, SC   |       | 24        |       | 838,153                                |       | 11/90         |       | 4/90            |       | 100                               | %          | 153,900                          |       |
|                          |       |              |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Cloverleaf  Apts., Phase II   |       | Bishopville, SC   |       | 24        |       | 856,995                                |       | 11/90         |       | 4/90            |       | 100                               | %          | 160,761                          |       |
|                          |       |              |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Connellsville  Heritage Apts. |       | Connellsville, PA |       | 36        |       | 1,340,773                              |       | 11/90         |       | 3/90            |       | 100                               | %          | 325,460                          |       |
|                          |       |              |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Hartway Apts.                 |       | Munfordville, KY  |       | 32        |       | 896,043                                |       | 7/90          |       | 6/90            |       | 100                               | %          | 239,041                          |       |
|                          |       |              |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Hilltop Terrace               |       | Kingsland, GA     |       | 54        |       | 1,460,505                              |       | 8/90          |       | 7/90            |       | 100                               | %          | 455,851                          |       |
|                          |       |              |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Ironton Estates               |       | Ironton, MO       |       | 24        |       | 607,621                                |       | 5/93          |       | 1/93            |       | 100                               | %          | 157,976                          |       |
|                          |       |              |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Lambert Square  Apts.         |       | Lambert, MS       |       | 32        |       | 969,191                                |       | 11/92         |       | 12/92           |       | 100                               | %          | 192,347                          |       |
|                          |       |              |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Longview Apartments           |       | Maysville, NC     |       | 24        |       | 856,525                                |       | 11/88         |       | 8/90            |       | 100                               | %          | 195,837                          |       |
|                          |       |              |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Maidu Village                 |       | Roseville, CA     |       | 81        |       | 1,749,640                              |       | 3/91          |       | 12/91           |       | 100                               | %          | 470,000                          |       |
|                               |            |                   |            |           |            |                                        |            |               |            |                 |            |                                   |            |                                  |            |  |  |

 

12

----

 
| **Property  Name**           | ** ** | **Location**     | ** ** | **Units** | ** ** | **Mortgage  Balance  As of  12/31/04** | ** ** | **Acq  Date** | ** ** | **Const  Comp** | ** ** | **Qualified  Occupancy  3/31/05** | ** ** | **Cap Con  Paid  Thru  3/31/05** | ** ** |
|------------------------------|------------|------------------|------------|-----------|------------|----------------------------------------|------------|---------------|------------|-----------------|------------|-----------------------------------|------------|----------------------------------|------------|
|                         |       |             |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Mann Estates                 |       | Indianapolis, IN |       | 132       |       | $                                      | 3,076,000  |          | 7/90       |            | 10/90      |                              | 100        | %                                | $          | 1,980,000 |   |
|                         |       |             |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Meadowbrook Lane  Apartments |       | Americus, GA     |       | 50        |       | 1,447,867                              |       | 9/90          |       | 3/90            |       | 100                               | %          | 336,264                          |       |
|                         |       |             |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Melrose Lane  Apartments     |       | Great Falls, SC  |       | 24        |       | 873,414                                |       | 11/90         |       | 10/90           |       | 100                               | %          | 203,645                          |       |
|                         |       |             |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Pecan Village  Apartments    |       | Ellaville, GA    |       | 30        |       | 770,937                                |       | 7/90          |       | 2/90            |       | 100                               | %          | 221,856                          |       |
|                         |       |             |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Piedmont Hills               |       | Forsyth, GA      |       | 50        |       | 1,431,308                              |       | 7/90          |       | 9/90            |       | 100                               | %          | 439,958                          |       |
|                         |       |             |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Pine View  Apartments        |       | Perry, FL        |       | 29        |       | 942,761                                |       | 9/90          |       | 12/90           |       | 100                               | %          | 277,405                          |       |
|                         |       |             |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Pines by the  Creek Apts.    |       | Newnan, GA       |       | 96        |       | 1,891,222                              |       | 12/90         |       | 10/90           |       | 100                               | %          | 890,000                          |       |
|                         |       |             |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Pine Grove Apts.             |       | Ackerman, MS     |       | 24        |       | 527,963                                |       | 9/93          |       | 6/94            |       | 100                               | %          | 169,926                          |       |
|                         |       |             |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Pinetree Manor  Apts.        |       | Centreville, MS  |       | 32        |       | 961,305                                |       | 11/92         |       | 1/93            |       | 100                               | %          | 191,500                          |       |
|                         |       |             |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Rosewood Village  Apartments |       | Willacoochee, GA |       | 24        |       | 636,955                                |       | 7/90          |       | 7/90            |       | 100                               | %          | 147,480                          |       |
|                              |            |                  |            |           |            |                                        |            |               |            |                 |            |                                   |            |                                  |            |  |  |

 

13

----

 
| **Property  Name**                 | ** ** | **Location**        | ** ** | **Units** | ** ** | **Mortgage  Balance  As of  12/31/04** | ** ** | **Acq  Date** | ** ** | **Const  Comp** | ** ** | **Qualified  Occupancy  3/31/05** | ** ** | **Cap Con  Paid  Thru  3/31/05** | ** ** |
|------------------------------------|------------|---------------------|------------|-----------|------------|----------------------------------------|------------|---------------|------------|-----------------|------------|-----------------------------------|------------|----------------------------------|------------|
|                               |       |                |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Springwood Park  Apartments        |       | Durham, NC          |       | 100       |       | $                                      | 2,691,139  |          | 3/91       |            | 5/91       |                              | 100        | %                                | $          | 1,000,000 |   |
|                               |       |                |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Stockton Estates                   |       | Stockton, MO        |       | 20        |       | 504,507                                |       | 2/93          |       | 1/93            |       | 100                               | %          | 120,352                          |       |
|                               |       |                |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Stratford Square  Apartments       |       | Brundidge, AL       |       | 24        |       | 737,888                                |       | 10/92         |       | 2/93            |       | 100                               | %          | 145,036                          |       |
|                               |       |                |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Summer Glen  Apartments            |       | Immokalee, FL       |       | 45        |       | 1,450,701                              |       | 11/92         |       | 3/93            |       | 100                               | %          | 246,230                          |       |
|                               |       |                |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Summerwood  Apartments             |       | West Des Moines, IA |       | 86        |       | 2,079,161                              |       | 7/90          |       | 7/90            |       | 100                               | %          | 2,015,183                        |       |
|                               |       |                |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Sunmark  Apartments                |       | Morgantown, KY      |       | 24        |       | 754,745                                |       | 8/90          |       | 12/90           |       | 100                               | %          | 176,669                          |       |
|                               |       |                |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Village Commons                    |       | Lawton, MI          |       | 58        |       | 1,508,438                              |       | 11/90         |       | 6/90            |       | 100                               | %          | 323,665                          |       |
|                               |       |                |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Washington  Heights Apartments, IV |       | Bismarck, ND        |       | 24        |       | 453,111                                |       | 11/90         |       | 7/90            |       | 100                               | %          | 381,010                          |       |
|                               |       |                |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Woods Hollow  Apartments           |       | Centreville, MI     |       | 24        |       | 654,859                                |       | 11/90         |       | 2/90            |       | 100                               | %          | 132,700                          |       |
|                               |       |                |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Woodside  Apartments               |       | Lisbon, ME          |       | 28        |       | 1,454,730                              |       | 12/90         |       | 11/90           |       | 100                               | %          | 397,630                          |       |
|                                    |            |                     |            |           |            |                                        |            |               |            |                 |            |                                   |            |                                  |            |  |  |

 

14

----

 

Boston Capital Tax CreditFund II Limited Partnership - Series 11

 

PROPERTY PROFILES AS OFMARCH 31, 2005

 
| **Property  Name**          | ** ** | **Location**          | ** ** | **Units** | ** ** | **Mortgage  Balance  As of  12/31/04** | ** ** | **Acq  Date** | ** ** | **Const  Comp** | ** ** | **Qualified  Occupancy  3/31/05** | ** ** | **Cap Con  Paid  Thru  3/31/05** | ** ** |
|-----------------------------|------------|-----------------------|------------|-----------|------------|----------------------------------------|------------|---------------|------------|-----------------|------------|-----------------------------------|------------|----------------------------------|------------|
|                        |       |                  |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Academy Hill  Apartments    |       | Ahoskie, NC           |       | 40        |       | $                                      | 1,351,347  |          | 2/91       |            | 2/91       |                              | 100        | %                                | $          | 319,224 |   |
|                        |       |                  |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Aspen Square  Apartments    |       | Tazewell, VA          |       | 60        |       | 1,801,833                              |       | 11/90         |       | 11/90           |       | 100                               | %          | 356,495                          |       |
|                        |       |                  |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Bridgeview  Apartments      |       | Emlenton, PA          |       | 36        |       | 1,336,580                              |       | 12/90         |       | 12/89           |       | 100                               | %          | 327,257                          |       |
|                        |       |                  |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Buckeye Senior  Apartments  |       | Buckeye, AZ           |       | 41        |       | 1,314,650                              |       | 12/90         |       | 8/90            |       | 100                               | %          | 311,480                          |       |
|                        |       |                  |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Campbell Creek  Apartments  |       | Dallas, GA            |       | 80        |       | 1,444,661                              |       | 12/90         |       | 10/90           |       | 100                               | %          | 142,000                          |       |
|                        |       |                  |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Cambridge Manor  Apartments |       | Macon, MS             |       | 47        |       | 1,583,916                              |       | 5/93          |       | 4/93            |       | 100                               | %          | 356,356                          |       |
|                        |       |                  |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Church Hill  Apartments     |       | Church Point, LA      |       | 32        |       | 937,690                                |       | 12/90         |       | 1/91            |       | 100                               | %          | 205,750                          |       |
|                        |       |                  |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Copper Creek  Apartments    |       | Lebanon, VA           |       | 36        |       | 1,153,538                              |       | 11/90         |       | 9/90            |       | 100                               | %          | 237,647                          |       |
|                        |       |                  |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Coronado Hotel              |       | Tuscon, AZ            |       | 42        |       | 79,934                                 |       | 3/91          |       | 3/91            |       | 100                               | %          | 614,050                          |       |
|                        |       |                  |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Crestwood  Apartments       |       | St. Cloud, FL         |       | 216       |       | 3,622,318                              |       | 1/91          |       | 6/91            |       | 100                               | %          | 5,636,484                        |       |
|                        |       |                  |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| El Dorado  Springs Est.     |       | El Dorado Springs, MO |       | 24        |       | 569,716                                |       | 11/90         |       | 9/90            |       | 100                               | %          | 133,790                          |       |
|                        |       |                  |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Eldon Est. II               |       | Eldon, MO             |       | 24        |       | 570,531                                |       | 12/90         |       | 11/90           |       | 100                               | %          | 131,340                          |       |
|                             |            |                       |            |           |            |                                        |            |               |            |                 |            |                                   |            |                                  |            |  |  |

 

15

----

 
| **Property  Name**            | ** ** | **Location**       | ** ** | **Units** | ** ** | **Mortgage  Balance  As of  12/31/04** | ** ** | **Acq  Date** | ** ** | **Const  Comp** | ** ** | **Qualified  Occupancy  3/31/05** | ** ** | **Cap Con  Paid  Thru  3/31/05** | ** ** |
|-------------------------------|------------|--------------------|------------|-----------|------------|----------------------------------------|------------|---------------|------------|-----------------|------------|-----------------------------------|------------|----------------------------------|------------|
|                          |       |               |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Eldon Manor                   |       | Eldon, MO          |       | 24        |       | $                                      | 549,146    |          | 12/90      |            | 11/90      |                              | 100        | %                                | $          | 241,980 |   |
|                          |       |               |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Elmwood Manor  Apartments     |       | Eutaw, AL          |       | 47        |       | 1,591,918                              |       | 5/93          |       | 12/93           |       | 100                               | %          | 333,440                          |       |
|                          |       |               |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Fairridge Lane  Apartments    |       | Denmark, SC        |       | 24        |       | 802,814                                |       | 11/90         |       | 6/90            |       | 100                               | %          | 209,326                          |       |
|                          |       |               |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Fairridge  Village Apartments |       | Denmark, SC        |       | 24        |       | 755,876                                |       | 11/90         |       | 6/90            |       | 100                               | %          | 186,381                          |       |
|                          |       |               |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Farmerville  Square Apts.     |       | Farmerville, LA    |       | 32        |       | 951,416                                |       | 1/91          |       | 4/91            |       | 100                               | %          | 212,280                          |       |
|                          |       |               |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Forest Glade  Apartments      |       | Wauchula, FL       |       | 50        |       | 1,456,279                              |       | 12/90         |       | 12/90           |       | 100                               | %          | 420,565                          |       |
|                          |       |               |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Franklin School               |       | Great Falls, MT    |       | 40        |       | 1,184,771                              |       | 10/90         |       | 12/91           |       | 100                               | %          | 1,453,270                        |       |
|                          |       |               |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Hilltop Apts.                 |       | Los Lunas, NM      |       | 40        |       | 1,391,241                              |       | 1/93          |       | 11/92           |       | 100                               | %          | 258,455                          |       |
|                          |       |               |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Holland Meadows               |       | Holland, NY        |       | 24        |       | 883,607                                |       | 11/90         |       | 6/90            |       | 100                               | %          | 213,880                          |       |
|                          |       |               |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Holley Grove                  |       | Holley, NY         |       | 24        |       | 900,785                                |       | 11/90         |       | 10/90           |       | 100                               | %          | 207,360                          |       |
|                          |       |               |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Ivan Woods  Senior Apts.      |       | Delta Township, MI |       | 90        |       | 2,525,084                              |       | 2/91          |       | 4/91            |       | 100                               | %          | 1,184,275                        |       |
|                          |       |               |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Kaplan Manor  Apartments      |       | Kaplan, LA         |       | 32        |       | 909,487                                |       | 12/90         |       | 12/90           |       | 100                               | %          | 198,460                          |       |
|                               |            |                    |            |           |            |                                        |            |               |            |                 |            |                                   |            |                                  |            |  |  |

 

16

----

 
| **Property  Name**             | ** ** | **Location**        | ** ** | **Units** | ** ** | **Mortgage  Balance  As of  12/31/04** | ** ** | **Acq  Date** | ** ** | **Const  Comp** | ** ** | **Qualified  Occupancy  3/31/05** | ** ** | **Cap Con  Paid  Thru  3/31/05** | ** ** |
|--------------------------------|------------|---------------------|------------|-----------|------------|----------------------------------------|------------|---------------|------------|-----------------|------------|-----------------------------------|------------|----------------------------------|------------|
|                           |       |                |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Lakewood Village  Apartments   |       | Lake Providence, LA |       | 32        |       | $                                      | 937,498    |          | 1/91       |            | 5/91       |                              | 100        | %                                | $          | 223,827 |   |
|                           |       |                |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Licking  Apartments            |       | Licking, MO         |       | 16        |       | 399,050                                |       | 11/91         |       | 3/92            |       | 100                               | %          | 90,436                           |       |
|                           |       |                |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| London Arms                    |       | Miami Beach, FL     |       | 58        |       | 2,678,053                              |       | 12/90         |       | 12/90           |       | 100                               | %          | 937,961                          |       |
|                           |       |                |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Maidu Village                  |       | Roseville, CA       |       | 81        |       | 1,749,640                              |       | 3/91          |       | 12/91           |       | 100                               | %          | 530,000                          |       |
|                           |       |                |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Nevada Manor                   |       | Nevada, MO          |       | 24        |       | 635,338                                |       | 11/90         |       | 10/90           |       | 100                               | %          | 143,270                          |       |
|                           |       |                |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Oatka Meadows                  |       | Warsaw, NY          |       | 24        |       | 901,881                                |       | 11/90         |       | 6/90            |       | 100                               | %          | 206,670                          |       |
|                           |       |                |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Osage Place                    |       | Arkansas City, KS   |       | 38        |       | 1,209,560                              |       | 12/90         |       | 12/90           |       | 100                               | %          | 522,999                          |       |
|                           |       |                |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Pines by the  Creek Apartments |       | Newnan, GA          |       | 96        |       | 1,891,222                              |       | 12/90         |       | 10/90           |       | 100                               | %          | 245,000                          |       |
|                           |       |                |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Sandy Pines  Manor             |       | Punta Gorda, FL     |       | 44        |       | 1,455,114                              |       | 12/90         |       | 7/90            |       | 100                               | %          | 399,977                          |       |
|                           |       |                |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Sierra Springs  Apartments     |       | Tazewell, VA        |       | 36        |       | 1,154,551                              |       | 11/90         |       | 11/90           |       | 100                               | %          | 299,634                          |       |
|                           |       |                |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| South Fork  Heights            |       | South Fork, CO      |       | 48        |       | 1,443,375                              |       | 2/91          |       | 2/91            |       | 100                               | %          | 343,358                          |       |
|                           |       |                |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Twin Oaks  Apartments          |       | Allendale, SC       |       | 24        |       | 767,848                                |       | 12/90         |       | 9/90            |       | 100                               | %          | 206,888                          |       |
|                                |            |                     |            |           |            |                                        |            |               |            |                 |            |                                   |            |                                  |            |  |  |

 

17

----

 
| **Property  Name**          | ** ** | **Location**    | ** ** | **Units** | ** ** | **Mortgage  Balance  As of  12/31/04** | ** ** | **Acq  Date** | ** ** | **Const  Comp** | ** ** | **Qualified  Occupancy  3/31/05** | ** ** | **Cap Con  Paid  Thru  3/31/05** | ** ** |
|-----------------------------|------------|-----------------|------------|-----------|------------|----------------------------------------|------------|---------------|------------|-----------------|------------|-----------------------------------|------------|----------------------------------|------------|
|                        |       |            |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Walnut Village Apartments   |       | Manning, SC     |       | 24        |       | $                                      | 823,472    |          | 11/90      |            | 11/90      |                              | 100        | %                                | $          | 183,244 |   |
|                        |       |            |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Washington Manor Apartments |       | Washington,  LA |       | 32        |       | 939,956                                |       | 1/91          |       | 3/91            |       | 100                               | %          | 216,990                          |       |
|                        |       |            |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Wildridge Apartments        |       | Jesup, GA       |       | 48        |       | 1,359,681                              |       | 1/91          |       | 4/91            |       | 100                               | %          | 329,130                          |       |
|                        |       |            |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Windsor Apts.               |       | Metter, GA      |       | 53        |       | 1,435,675                              |       | 12/92         |       | 5/93            |       | 100                               | %          | 248,207                          |       |
|                             |            |                 |            |           |            |                                        |            |               |            |                 |            |                                   |            |                                  |            |  |  |

 

18

----

 

Boston Capital Tax Credit Fund II LimitedPartnership - Series 12

 

PROPERTY PROFILES AS OF MARCH 31, 2005

 
| **Property  Name**         | ** ** | **Location**       | ** ** | **Units**  | ** ** | **Mortgage  Balance  As of  12/31/04** | ** ** | **Acq  Date** | ** ** | **Const  Comp** | ** ** | **Qualified  Occupancy  3/31/05** | ** ** | **Cap Con  Paid  Thru  3/31/05** | ** ** |
|----------------------------|------------|--------------------|------------|------------|------------|----------------------------------------|------------|---------------|------------|-----------------|------------|-----------------------------------|------------|----------------------------------|------------|
| ** **                 | ** ** | ** **         | ** ** | ** ** | ** ** | ** **                             | ** ** | ** **    | ** ** | ** **      | ** ** | ** **                        | ** ** | ** **                       | ** ** |
| Bowman Village Apartments  |       | Bowman, GA         |       | 24         |       | $                                      | 653,551    |          | 6/91       |            | 10/91      |                              | 100        | %                                | $          | 139,879 |   |
|                       |       |               |       |       |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Brandywood Apartments      |       | Oak Creek,  WI     |       | 54         |       | 1,632,525                              |       | 12/91         |       | 9/91            |       | 100                               | %          | 1,532,506                        |       |
|                       |       |               |       |       |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Brentwood Manor Apartments |       | Clarkson, KY       |       | 24         |       | 728,734                                |       | 6/91          |       | 7/91            |       | 100                               | %          | 173,969                          |       |
|                       |       |               |       |       |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Briarwick Apartments       |       | Nicholasville,  KY |       | 40         |       | 1,194,802                              |       | 4/91          |       | 4/91            |       | 100                               | %          | 323,941                          |       |
|                       |       |               |       |       |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Bridgerun Townhomes        |       | Cannon  Falls, MN  |       | 18         |       | 529,548                                |       | 6/91          |       | 7/91            |       | 100                               | %          | 458,800                          |       |
|                       |       |               |       |       |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Bucksport Park Apartments  |       | Bucksport,  ME     |       | 24         |       | 1,346,352                              |       | 6/91          |       | 8/91            |       | 100                               | %          | 334,600                          |       |
|                       |       |               |       |       |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Campbell Creek Apartments  |       | Dallas, GA         |       | 80         |       | 1,444,661                              |       | 3/91          |       | 10/90           |       | 100                               | %          | 593,000                          |       |
|                       |       |               |       |       |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Cananche Creek Apartments  |       | Norton, VA         |       | 36         |       | 1,212,743                              |       | 5/91          |       | 6/91            |       | 100                               | %          | 276,695                          |       |
|                       |       |               |       |       |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Carson Village Apartments  |       | Wrightsville,  GA  |       | 24         |       | 639,871                                |       | 10/91         |       | 6/92            |       | 100                               | %          | 161,452                          |       |
|                       |       |               |       |       |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Clymer House Apartments    |       | Clymer, PA         |       | 26         |       | 1,095,892                              |       | 6/91          |       | 10/91           |       | 100                               | %          | 254,097                          |       |
|                       |       |               |       |       |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Corcoran Garden Apartments |       | Corcoran, CA       |       | 38         |       | 1,600,037                              |       | 2/91          |       | 11/90           |       | 100                               | %          | 432,438                          |       |
|                       |       |               |       |       |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Cornish Park               |       | Cornish, ME        |       | 25         |       | 1,428,771                              |       | 6/91          |       | 6/91            |       | 100                               | %          | 333,000                          |       |
|                            |            |                    |            |            |            |                                        |            |               |            |                 |            |                                   |            |                                  |            |  |  |

 

19

----

 
| **Property  Name**              | ** ** | **Location**        | ** ** | **Units** | ** ** | **Mortgage  Balance  As of  12/31/04** | ** ** | **Acq  Date** | ** ** | **Const  Comp** | ** ** | **Qualified  Occupancy  3/31/05** | ** ** | **Cap Con  Paid  Thru  3/31/05** | ** ** |
|---------------------------------|------------|---------------------|------------|-----------|------------|----------------------------------------|------------|---------------|------------|-----------------|------------|-----------------------------------|------------|----------------------------------|------------|
|                            |       |                |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Crescent City Senior Apartments |       | Crescent  City, CA  |       | 38        |       | $                                      | 2,093,565  |          | 3/91       |            | 3/91       |                              | 100        | %                                | $          | 474,536 |   |
|                            |       |                |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Earlimart Senior Apartments     |       | Earlimart,  CA      |       | 35        |       | 1,321,103                              |       | 6/91          |       | 6/91            |       | 100                               | %          | 364,515                          |       |
|                            |       |                |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Evanwood Apartments             |       | Hardinsburg,  KY    |       | 24        |       | 739,067                                |       | 6/91          |       | 5/91            |       | 100                               | %          | 167,221                          |       |
|                            |       |                |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Fox Run Apartments              |       | Jesup, GA           |       | 24        |       | 570,521                                |       | 12/91         |       | 7/92            |       | 100                               | %          | 150,033                          |       |
|                            |       |                |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Hamilton Village Apartments     |       | Preston, GA         |       | 20        |       | 558,388                                |       | 10/91         |       | 3/92            |       | 100                               | %          | 140,948                          |       |
|                            |       |                |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Hunters Park Apartments         |       | Tarboro, NC         |       | 40        |       | 1,384,427                              |       | 5/91          |       | 4/91            |       | 100                               | %          | 320,175                          |       |
|                            |       |                |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Ivan Woods Senior Apartments    |       | Delta  Township, MI |       | 90        |       | 2,525,084                              |       | 2/91          |       | 4/91            |       | 100                               | %          | 778,688                          |       |
|                            |       |                |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Keenland Apartments             |       | Burkesville,  KY    |       | 24        |       | 721,422                                |       | 6/91          |       | 9/91            |       | 100                               | %          | 164,246                          |       |
|                            |       |                |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Lakeridge Apartments            |       | Eufala, AL          |       | 30        |       | 899,732                                |       | 3/91          |       | 4/91            |       | 100                               | %          | 186,780                          |       |
|                            |       |                |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Laurel Village Apartments       |       | Wadley, GA          |       | 24        |       | 649,067                                |       | 10/91         |       | 5/92            |       | 100                               | %          | 149,058                          |       |
|                                 |            |                     |            |           |            |                                        |            |               |            |                 |            |                                   |            |                                  |            |  |  |

 

20

----

 
| **Property  Name**            | ** ** | **Location**       | ** ** | **Units** | ** ** | **Mortgage  Balance  As of  12/31/04** | ** ** | **Acq  Date** | ** ** | **Const  Comp** | ** ** | **Qualified  Occupancy  3/31/05** | ** ** | **Cap Con  Paid  Thru  3/31/05** | ** ** |
|-------------------------------|------------|--------------------|------------|-----------|------------|----------------------------------------|------------|---------------|------------|-----------------|------------|-----------------------------------|------------|----------------------------------|------------|
|                          |       |               |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Los Caballos II Apts.         |       | Hatch, NM          |       | 24        |       | $                                      | 711,734    |          | 7/91       |            | 8/91       |                              | 100        | %                                | $          | 164,740 |   |
|                          |       |               |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Marlboro Place Apartments     |       | Bennettsville,  SC |       | 24        |       | 820,314                                |       | 3/91          |       | 2/91            |       | 100                               | %          | 192,779                          |       |
|                          |       |               |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Melville Plaza Apartments     |       | Melville, LA       |       | 32        |       | 875,056                                |       | 7/91          |       | 10/91           |       | 100                               | %          | 178,564                          |       |
|                          |       |               |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Nanty Glo House Apartments    |       | Nanty Glo,  PA     |       | 36        |       | 1,449,061                              |       | 6/91          |       | 7/91            |       | 100                               | %          | 353,000                          |       |
|                          |       |               |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Newport Village               |       | Franklin, VA       |       | 48        |       | 1,458,070                              |       | 4/91          |       | 11/90           |       | 100                               | %          | 355,000                          |       |
|                          |       |               |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Oakleigh Apartments           |       | Abbeville,  LA     |       | 32        |       | 896,015                                |       | 8/91          |       | 3/92            |       | 100                               | %          | 178,716                          |       |
|                          |       |               |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Oak Street Apartments         |       | Scott City,  MO    |       | 24        |       | 589,008                                |       | 6/91          |       | 11/91           |       | 100                               | %          | 138,149                          |       |
|                          |       |               |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Oakwood Apartments            |       | Mamou, LA          |       | 32        |       | 887,163                                |       | 8/91          |       | 1/92            |       | 100                               | %          | 180,819                          |       |
|                          |       |               |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Pines by the Creek Apartments |       | Newnan, GA         |       | 96        |       | 1,891,222                              |       | 3/91          |       | 10/90           |       | 100                               | %          | 645,000                          |       |
|                          |       |               |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Pinewoods Apartments          |       | Springfield,  IL   |       | 168       |       | 4,024,874                              |       | 7/91          |       | 6/91            |       | 100                               | %          | 2,880,000                        |       |
|                          |       |               |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Portales Estates              |       | Portales, NM       |       | 44        |       | 1,413,530                              |       | 7/91          |       | 7/91            |       | 100                               | %          | 365,100                          |       |
|                               |            |                    |            |           |            |                                        |            |               |            |                 |            |                                   |            |                                  |            |  |  |

 

21

----

 
| **Property  Name**             | ** ** | **Location**       | ** ** | **Units** | ** ** | **Mortgage  Balance  As of  12/31/04** | ** ** | **Acq  Date** | ** ** | **Const  Comp** | ** ** | **Qualified  Occupancy  3/31/05** | ** ** | **Cap Con  Paid  Thru  3/31/05** | ** ** |
|--------------------------------|------------|--------------------|------------|-----------|------------|----------------------------------------|------------|---------------|------------|-----------------|------------|-----------------------------------|------------|----------------------------------|------------|
|                           |       |               |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Prairie West Apts. III         |       | West Fargo,  ND    |       | 24        |       | $                                      | 466,705    |          | 3/91       |            | 3/91       |                              | 100        | %                                | $          | 360,698 |   |
|                           |       |               |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Ridgeway Court III Apartments  |       | Bemidji, MN        |       | 24        |       | 889,436                                |       | 4/91          |       | 1/91            |       | 100                               | %          | 180,186                          |       |
|                           |       |               |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| River Reach Apts.              |       | Crystal  River, FL |       | 41        |       | 1,341,060                              |       | 5/91          |       | 5/91            |       | 100                               | %          | 351,421                          |       |
|                           |       |               |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Rockmoor Apartments            |       | Banner Elk,  NC    |       | 12        |       | 554,910                                |       | 5/91          |       | 3/91            |       | 100                               | %          | 95,818                           |       |
|                           |       |               |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Shawnee Ridge Apartments       |       | Norton, VA         |       | 20        |       | 654,982                                |       | 5/91          |       | 5/91            |       | 100                               | %          | 145,606                          |       |
|                           |       |               |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Springwood Park Apartments     |       | Durham, NC         |       | 100       |       | 2,691,139                              |       | 3/91          |       | 5/91            |       | 100                               | %          | 374,349                          |       |
|                           |       |               |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Spring Mountain Apartments     |       | Pahrump, NV        |       | 33        |       | 1,338,843                              |       | 5/91          |       | 4/91            |       | 100                               | %          | 290,406                          |       |
|                           |       |               |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Stonegate Manor                |       | Perry, FL          |       | 36        |       | 991,861                                |       | 5/91          |       | 12/90           |       | 100                               | %          | 274,321                          |       |
|                           |       |               |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Turner Lane Apartments         |       | Ashburn, GA        |       | 24        |       | 708,351                                |       | 5/91          |       | 7/91            |       | 100                               | %          | 147,090                          |       |
|                           |       |               |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Union Baptist Plaza Apartments |       | Springfield,  IL   |       | 24        |       | 374,509                                |       | 5/91          |       | 4/91            |       | 100                               | %          | 432,648                          |       |
|                                |            |                    |            |           |            |                                        |            |               |            |                 |            |                                   |            |                                  |            |  |  |

 

22

----

 
| **Property  Name**            | ** ** | **Location**      | ** ** | **Units** | ** ** | **Mortgage  Balance  As of  12/31/04** | ** ** | **Acq  Date** | ** ** | **Const  Comp** | ** ** | **Qualified  Occupancy  3/31/05** | ** ** | **Cap Con  Paid  Thru  3/31/05** | ** ** |
|-------------------------------|------------|-------------------|------------|-----------|------------|----------------------------------------|------------|---------------|------------|-----------------|------------|-----------------------------------|------------|----------------------------------|------------|
|                          |       |              |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Uptown Apartments             |       | Salyersville,  KY |       | 16        |       | $                                      | 511,590    |          | 5/91       |            | 3/91       |                              | 100        | %                                | $          | 121,700 |   |
|                          |       |              |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Villas of Lakeridge           |       | Eufala, AL        |       | 18        |       | 522,202                                |       | 3/91          |       | 3/91            |       | 100                               | %          | 96,868                           |       |
|                          |       |              |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Waynesboro Village Apartments |       | Waynesboro,  TN   |       | 48        |       | 1,346,767                              |       | 4/91          |       | 1/91            |       | 100                               | %          | 310,510                          |       |
|                          |       |              |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Windsor Court II              |       | Windsor, VA       |       | 24        |       | 727,161                                |       | 4/91          |       | 11/90           |       | 100                               | %          | 169,347                          |       |
|                          |       |              |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Woodcrest Manor Apartments    |       | Woodville,  MS    |       | 24        |       | 696,358                                |       | 6/91          |       | 11/91           |       | 100                               | %          | 138,579                          |       |
|                          |       |              |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Woodlawn Village Apartments   |       | Abbeville,  GA    |       | 36        |       | 993,935                                |       | 10/91         |       | 4/92            |       | 100                               | %          | 229,601                          |       |
|                          |       |              |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Woodside Apartments           |       | Grove City,  PA   |       | 32        |       | 1,133,606                              |       | 4/91          |       | 3/91            |       | 100                               | %          | 229,291                          |       |
|                          |       |              |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Yorkshire Townhome Apts.      |       | Fort Smith,  AR   |       | 50        |       | 738,136                                |       | 9/93          |       | 8/94            |       | 98                                | %          | 874,069                          |       |
|                               |            |                   |            |           |            |                                        |            |               |            |                 |            |                                   |            |                                  |            |  |  |

 

23

----

 

Boston Capital Tax Credit Fund II LimitedPartnership - Series 14

 

PROPERTY PROFILES AS OF MARCH 31, 2005

 
| **Property  Name**         | ** ** | **Location**     | ** ** | **Units** | ** ** | **Mortgage  Balance  As of  12/31/04** | ** ** | **Acq  Date** | ** ** | **Const  Comp** | ** ** | **Qualified  Occupancy  3/31/05** | ** ** | **Cap Con  Paid  Thru  3/31/05** | ** ** |
|----------------------------|------------|------------------|------------|-----------|------------|----------------------------------------|------------|---------------|------------|-----------------|------------|-----------------------------------|------------|----------------------------------|------------|
|                       |       |             |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Ada Village Apts.          |       | Ada, OK          |       | 44        |       | $                                      | 998,741    |          | 1/93       |            | 11/93      |                              | 100        | %                                | $          | 158,976 |   |
|                       |       |             |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Amherst Village            |       | Amherst, VA      |       | 48        |       | 1,559,626                              |       | 1/92          |       | 1/92            |       | 100                               | %          | 322,796                          |       |
|                       |       |             |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Belmont Village Court      |       | Belmont, NY      |       | 24        |       | 906,699                                |       | 1/92          |       | 12/91           |       | 100                               | %          | 201,300                          |       |
|                       |       |             |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Bethel Park Apartments     |       | Bethel, ME       |       | 24        |       | 1,460,513                              |       | 12/91         |       | 3/92            |       | 100                               | %          | 324,100                          |       |
|                       |       |             |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Blanchard Senior Apts. II  |       | Blanchard,  LA   |       | 24        |       | 585,771                                |       | 10/91         |       | 9/91            |       | 100                               | %          | 143,628                          |       |
|                       |       |             |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Blanchard Village Apts.    |       | Blanchard,  OK   |       | 8         |       | 210,491                                |       | 1/93          |       | 7/93            |       | 100                               | %          | 32,954                           |       |
|                       |       |             |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Brantwood Lane Apartments  |       | Centreville,  AL |       | 36        |       | 1,122,593                              |       | 7/91          |       | 9/91            |       | 100                               | %          | 237,873                          |       |
|                       |       |             |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Breckenridge Apartments    |       | McColl, SC       |       | 24        |       | 851,158                                |       | 1/92          |       | 3/92            |       | 100                               | %          | 186,065                          |       |
|                       |       |             |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Briarwood Apartments Ph II |       | Middleburg,  FL  |       | 50        |       | 1,462,518                              |       | 2/92          |       | 4/92            |       | 100                               | %          | 293,694                          |       |
|                       |       |             |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| The Bridge Building        |       | New York, NY     |       | 15        |       | —                                 |       | 1/92          |       | 12/91           |       | 100                               | %          | 1,037,770                        |       |
|                       |       |             |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Buchanan Court             |       | Warren, PA       |       | 18        |       | 711,734                                |       | 7/91          |       | 11/90           |       | 100                               | %          | 160,600                          |       |
|                       |       |             |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Burnt Ordinary Village     |       | Toano, VA        |       | 22        |       | 696,147                                |       | 7/91          |       | 7/91            |       | 100                               | %          | 159,400                          |       |
|                            |            |                  |            |           |            |                                        |            |               |            |                 |            |                                   |            |                                  |            |  |  |

 

24

----

 
| **Property  Name**               | ** ** | **Location**       | ** ** | **Units** | ** ** | **Mortgage  Balance  As of  12/31/04** | ** ** | **Acq  Date** | ** ** | **Const  Comp** | ** ** | **Qualified  Occupancy  3/31/05** | ** ** | **Cap Con  Paid  Thru  3/31/05** | ** ** |
|----------------------------------|------------|--------------------|------------|-----------|------------|----------------------------------------|------------|---------------|------------|-----------------|------------|-----------------------------------|------------|----------------------------------|------------|
|                             |       |               |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Carleton Court Apartments        |       | Providence  RI     |       | 46        |       | $                                      | 2,928,599  |          | 12/91      |            | 12/91      |                              | 100        | %                                | $          | 1,496,922 |   |
|                             |       |               |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Carriage Run Apartments          |       | Emporia, VA        |       | 40        |       | 1,279,990                              |       | 10/91         |       | 4/92            |       | 100                               | %          | 259,980                          |       |
|                             |       |               |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Cedar View Apartments            |       | Brinkley, AR       |       | 32        |       | 1,241,700                              |       | 5/92          |       | 10/92           |       | 100                               | %          | 254,016                          |       |
|                             |       |               |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Cedarwood Apartments             |       | Pembroke, NC       |       | 36        |       | 1,388,132                              |       | 10/91         |       | 1/92            |       | 100                               | %          | 326,310                          |       |
|                             |       |               |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Chapparral Apartments            |       | Kingman, AZ        |       | 20        |       | 683,014                                |       | 8/91          |       | 7/91            |       | 100                               | %          | 198,275                          |       |
|                             |       |               |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| College Green                    |       | Chili, NY          |       | 110       |       | 3,926,802                              |       | 3/95          |       | 8/95            |       | 100                               | %          | 755,771                          |       |
|                             |       |               |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Colorado City Seniors Apartments |       | Colorado  City, TX |       | 24        |       | 532,663                                |       | 10/91         |       | 10/91           |       | 100                               | %          | 98,721                           |       |
|                             |       |               |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Cottonwood Apts. II              |       | Cottonport  LA     |       | 24        |       | 642,873                                |       | 10/91         |       | 7/91            |       | 100                               | %          | 152,664                          |       |
|                             |       |               |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Country Meadows Apartments       |       | Sioux Falls,  SD   |       | 44        |       | 892,633                                |       | 11/91         |       | 10/91           |       | 100                               | %          | 922,350                          |       |
|                             |       |               |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Countryside Manor                |       | Fulton, MS         |       | 24        |       | 654,232                                |       | 10/91         |       | 8/91            |       | 100                               | %          | 151,868                          |       |
|                             |       |               |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Davis Village Apts.              |       | Davis, OK          |       | 44        |       | 1,127,124                              |       | 1/93          |       | 9/93            |       | 100                               | %          | 180,452                          |       |
|                             |       |               |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Devenwood Apartments             |       | Ridgeland,  SC     |       | 24        |       | 854,262                                |       | 7/92          |       | 1/93            |       | 100                               | %          | 186,000                          |       |
|                                  |            |                    |            |           |            |                                        |            |               |            |                 |            |                                   |            |                                  |            |  |  |

 

25

----

 
| **Property  Name**           | ** ** | **Location**           | ** ** | **Units** | ** ** | **Mortgage  Balance  As of  12/31/04** | ** ** | **Acq  Date** | ** ** | **Const  Comp** | ** ** | **Qualified  Occupancy  3/31/05** | ** ** | **Cap Con  Paid  Thru  3/31/05** | ** ** |
|------------------------------|------------|------------------------|------------|-----------|------------|----------------------------------------|------------|---------------|------------|-----------------|------------|-----------------------------------|------------|----------------------------------|------------|
|                         |       |                   |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Duncan Village Apts.         |       | Duncan, OK             |       | 48        |       | $                                      | 1,082,962  |          | 1/93       |            | 11/93      |                              | 100        | %                                | $          | 172,005 |   |
|                         |       |                   |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Edison Village Apartments    |       | Edison, GA             |       | 42        |       | 1,170,907                              |       | 7/91          |       | 2/92            |       | 100                               | %          | 274,144                          |       |
|                         |       |                   |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Ethel Bowman Proper House    |       | Tionesta, PA           |       | 36        |       | 1,401,142                              |       | 2/92          |       | 1/92            |       | 100                               | %          | 334,160                          |       |
|                         |       |                   |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Excelsior Springs Properties |       | Excelsior  Springs, MO |       | 24        |       | 611,700                                |       | 2/92          |       | 4/91            |       | 100                               | %          | 150,651                          |       |
|                         |       |                   |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Fairground Place Apts.       |       | Bedford, KY            |       | 19        |       | 681,225                                |       | 3/95          |       | 8/95            |       | 100                               | %          | 176,963                          |       |
|                         |       |                   |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Four Oaks Village Apartments |       | Four Oaks,  NC         |       | 24        |       | 875,862                                |       | 3/92          |       | 6/92            |       | 100                               | %          | 179,900                          |       |
|                         |       |                   |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Franklin Vista III Apts.     |       | Anthony, NM            |       | 28        |       | 910,528                                |       | 1/92          |       | 4/92            |       | 100                               | %          | 179,685                          |       |
|                         |       |                   |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Friendship Village           |       | Bel Air, MD            |       | 32        |       | 1,413,875                              |       | 1/92          |       | 6/91            |       | 100                               | %          | 226,000                          |       |
|                         |       |                   |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Glenhaven Park III           |       | Merced, CA             |       | 15        |       | 461,065                                |       | 1/94          |       | 12/89           |       | 100                               | %          | 225,500                          |       |
|                              |            |                        |            |           |            |                                        |            |               |            |                 |            |                                   |            |                                  |            |  |  |

 

26

----

 
| **Property  Name**                | ** ** | **Location**        | ** ** | **Units** | ** ** | **Mortgage  Balance  As of  12/31/04** | ** ** | **Acq  Date** | ** ** | **Const  Comp** | ** ** | **Qualified  Occupancy  3/31/05** | ** ** | **Cap Con  Paid  Thru  3/31/05** | ** ** |
|-----------------------------------|------------|---------------------|------------|-----------|------------|----------------------------------------|------------|---------------|------------|-----------------|------------|-----------------------------------|------------|----------------------------------|------------|
|                              |       |                |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Green Village Apts. II            |       | Standardsville,  VA |       | 16        |       | $                                      | 574,383    |          | 4/92       |            | 11/91      |                              | 100        | %                                | $          | 99,100 |   |
|                              |       |                |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Greenleaf Apartments              |       | Bowdoinham,  ME     |       | 21        |       | 1,106,983                              |       | 11/91         |       | 8/92            |       | 100                               | %          | 295,085                          |       |
|                              |       |                |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Hughes Springs Seniors Apartments |       | Hughes  Springs, TX |       | 32        |       | 773,628                                |       | 10/91         |       | 8/91            |       | 100                               | %          | 183,674                          |       |
|                              |       |                |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Harrison City Apts.               |       | Penn  Township, PA  |       | 38        |       | 1,452,063                              |       | 7/92          |       | 9/92            |       | 100                               | %          | 311,775                          |       |
|                              |       |                |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Hessmer Village Apartments        |       | Hessmer, LA         |       | 32        |       | 891,459                                |       | 12/91         |       | 4/92            |       | 100                               | %          | 186,503                          |       |
|                              |       |                |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Hillmont Village Apartments       |       | Micro, NC           |       | 24        |       | 866,835                                |       | 9/91          |       | 1/92            |       | 100                               | %          | 184,900                          |       |
|                              |       |                |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Hunters Run Apartments            |       | Douglas, GA         |       | 50        |       | 1,417,565                              |       | 12/91         |       | 2/92            |       | 100                               | %          | 322,368                          |       |
|                              |       |                |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Independence Apartments           |       | Mt.  Pleasant, PA   |       | 28        |       | 1,060,490                              |       | 8/91          |       | 6/91            |       | 100                               | %          | 223,100                          |       |
|                              |       |                |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Indian Creek Apartments           |       | Kilmarnock,  VA     |       | 20        |       | 803,145                                |       | 7/91          |       | 4/91            |       | 100                               | %          | 174,400                          |       |
|                              |       |                |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Jarratt Village Apartments        |       | Jarratt, VA         |       | 24        |       | 815,703                                |       | 10/91         |       | 12/91           |       | 100                               | %          | 159,140                          |       |
|                              |       |                |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Kingfisher Village Apts.          |       | Kingfisher,  OK     |       | 8         |       | 155,530                                |       | 1/93          |       | 12/93           |       | 100                               | %          | 24,365                           |       |
|                                   |            |                     |            |           |            |                                        |            |               |            |                 |            |                                   |            |                                  |            |  |  |

 

27

----

 
| **Property  Name**              | ** ** | **Location**       | ** ** | **Units** | ** ** | **Mortgage  Balance  As of  12/31/04** | ** ** | **Acq  Date** | ** ** | **Const  Comp** | ** ** | **Qualified  Occupancy  3/31/05** | ** ** | **Cap Con  Paid  Thru  3/31/05** | ** ** |
|---------------------------------|------------|--------------------|------------|-----------|------------|----------------------------------------|------------|---------------|------------|-----------------|------------|-----------------------------------|------------|----------------------------------|------------|
|                            |       |               |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| La Gema del Barrio Apts.        |       | Santa Ana,  CA     |       | 6         |       | $                                      | 655,117    |          | 6/92       |            | 8/92       |                              | 100        | %                                | $          | 458,000 |   |
|                            |       |               |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Lafayettee Gardens Apartments   |       | Scott, LA          |       | 56        |       | 1,028,130                              |       | 10/91         |       | 11/91           |       | 100                               | %          | 437,688                          |       |
|                            |       |               |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Lake Isabella Senior Apartments |       | Lake  Isabella, CA |       | 46        |       | 1,958,968                              |       | 9/91          |       | 1/92            |       | 100                               | %          | 442,457                          |       |
|                            |       |               |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Lakeside Manor Apartments       |       | Schroon  Lake, NY  |       | 24        |       | 1,019,571                              |       | 11/91         |       | 1/92            |       | 96                                | %          | 249,349                          |       |
|                            |       |               |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Lakeview Meadows                |       | Battle  Creek, MI  |       | 53        |       | 1,487,439                              |       | 1/92          |       | 6/92            |       | 100                               | %          | 1,018,808                        |       |
|                            |       |               |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Lakewood Terrace Apts.          |       | Lakeland, FL       |       | 132       |       | 3,307,904                              |       | 11/93         |       | 8/89            |       | 100                               | %          | 725,312                          |       |
|                            |       |               |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Lana Lu Apartments              |       | Lonaconing,  MD    |       | 30        |       | 1,456,723                              |       | 12/91         |       | 9/92            |       | 100                               | %          | 303,261                          |       |
|                            |       |               |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Lexington Village Apts.         |       | Lexington,  OK     |       | 8         |       | 201,923                                |       | 1/93          |       | 11/93           |       | 100                               | %          | 32,178                           |       |
|                            |       |               |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Maidu Village                   |       | Roseville,  CA     |       | 81        |       | 1,749,640                              |       | 1/92          |       | 12/91           |       | 100                               | %          | 1,096,199                        |       |
|                            |       |               |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Marion Apartments               |       | Manor  Marion, LA  |       | 32        |       | 982,893                                |       | 2/92          |       | 6/92            |       | 100                               | %          | 199,708                          |       |
|                            |       |               |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Maysville Village Apts.         |       | Maysville,  OK     |       | 8         |       | 209,714                                |       | 1/93          |       | 10/93           |       | 100                               | %          | 33,726                           |       |
|                            |       |               |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Montague Place Apartments       |       | Caro, MI           |       | 28        |       | 1,118,143                              |       | 12/91         |       | 12/91           |       | 100                               | %          | 432,320                          |       |
|                                 |            |                    |            |           |            |                                        |            |               |            |                 |            |                                   |            |                                  |            |  |  |

 

28

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| **Property  Name**            | ** ** | **Location**         | ** ** | **Units** | ** ** | **Mortgage  Balance  As of  12/31/04** | ** ** | **Acq  Date** | ** ** | **Const  Comp** | ** ** | **Qualified  Occupancy  3/31/05** | ** ** | **Cap Con  Paid  Thru  3/31/05** | ** ** |
|-------------------------------|------------|----------------------|------------|-----------|------------|----------------------------------------|------------|---------------|------------|-----------------|------------|-----------------------------------|------------|----------------------------------|------------|
|                          |       |                 |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Navapai Apartments            |       | Prescott  Valley, AZ |       | 26        |       | $                                      | 866,449    |          | 6/91       |            | 4/91       |                              | 100        | %                                | $          | 207,330 |   |
|                          |       |                 |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Nevada City Senior Apartments |       | Grass  Valley, CA    |       | 60        |       | 3,483,505                              |       | 1/92          |       | 10/92           |       | 100                               | %          | $                                | 839,300    |   |
|                          |       |                 |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Newellton Place Apartments    |       | Newellton,  LA       |       | 32        |       | 913,581                                |       | 2/92          |       | 4/92            |       | 100                               | %          | 190,600                          |       |
|                          |       |                 |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| New River Overlook Apartments |       | Radford, VA          |       | 40        |       | 1,456,015                              |       | 8/91          |       | 2/92            |       | 100                               | %          | 285,371                          |       |
|                          |       |                 |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Oak Ridge Apartments          |       | Crystal  Springs, MS |       | 40        |       | 1,276,719                              |       | 1/92          |       | 1/92            |       | 100                               | %          | 308,578                          |       |
|                          |       |                 |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Oakland Village Apts.         |       | Littleton,  NC       |       | 24        |       | 835,896                                |       | 5/92          |       | 8/92            |       | 100                               | %          | 161,939                          |       |
|                          |       |                 |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Okemah Village Apts.          |       | Okemah, OK           |       | 30        |       | 666,221                                |       | 1/93          |       | 5/93            |       | 100                               | %          | 119,832                          |       |
|                          |       |                 |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Pineridge Apartments          |       | McComb, MS           |       | 32        |       | 988,283                                |       | 10/91         |       | 10/91           |       | 100                               | %          | 238,995                          |       |
|                          |       |                 |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Pineridge Elderly             |       | Walnut Cove,  NC     |       | 24        |       | 955,994                                |       | 10/91         |       | 3/92            |       | 100                               | %          | 199,311                          |       |
|                          |       |                 |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Pittsfield Park Apartments    |       | Pittsfield,  ME      |       | 18        |       | 1,026,539                              |       | 12/91         |       | 6/92            |       | 100                               | %          | 237,300                          |       |
|                          |       |                 |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Plantation Apartments         |       | Richmond  Hill, GA   |       | 49        |       | 1,391,666                              |       | 12/91         |       | 11/91           |       | 100                               | %          | 320,858                          |       |
|                               |            |                      |            |           |            |                                        |            |               |            |                 |            |                                   |            |                                  |            |  |  |

 

29

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| **Property  Name**            | ** ** | **Location**     | ** ** | **Units** | ** ** | **Mortgage  Balance  As of  12/31/04** | ** ** | **Acq  Date** | ** ** | **Const  Comp** | ** ** | **Qualified  Occupancy  3/31/05** | ** ** | **Cap Con  Paid  Thru  3/31/05** | ** ** |
|-------------------------------|------------|------------------|------------|-----------|------------|----------------------------------------|------------|---------------|------------|-----------------|------------|-----------------------------------|------------|----------------------------------|------------|
|                          |       |             |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Portville Square Apartments   |       | Portville,  NY   |       | 24        |       | $                                      | 879,733    |          | 3/92       |            | 3/92       |                              | 100        | %                                | $          | 198,100 |   |
|                          |       |             |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Prague Village Apts.          |       | Prague, OK       |       | 8         |       | 99,572                                 |       | 1/93          |       | 3/93            |       | 100                               | %          | $                                | 21,373     |   |
|                          |       |             |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Rainier Manor Apartments      |       | Mt. Rainier,  MD |       | 104       |       | 3,592,148                              |       | 3/92          |       | 1/93            |       | 100                               | %          | 1,190,350                        |       |
|                          |       |             |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Rosewood Manor Apartments     |       | Ellenton, FL     |       | 43        |       | 1,413,557                              |       | 12/91         |       | 11/91           |       | 100                               | %          | 302,250                          |       |
|                          |       |             |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| San Jacinto Senior Apartments |       | San Jacinto,  CA |       | 46        |       | 2,329,755                              |       | 1/92          |       | 10/91           |       | 100                               | %          | 588,965                          |       |
|                          |       |             |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Smithville Properties         |       | Smithville,  MO  |       | 48        |       | 1,221,993                              |       | 2/92          |       | 5/91            |       | 100                               | %          | 285,384                          |       |
|                          |       |             |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Snow Hill Ridge Apartments    |       | Raleigh, NC      |       | 32        |       | 1,154,975                              |       | 10/91         |       | 12/91           |       | 100                               | %          | 307,524                          |       |
|                          |       |             |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Spring Creek Village          |       | Derby, KS        |       | 72        |       | 1,473,404                              |       | 6/91          |       | 9/91            |       | 100                               | %          | 1,634,760                        |       |
|                               |            |                  |            |           |            |                                        |            |               |            |                 |            |                                   |            |                                  |            |  |  |

 

30

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| **Property  Name**             | ** ** | **Location**         | ** ** | **Units** | ** ** | **Mortgage  Balance  As of  12/31/04** | ** ** | **Acq  Date** | ** ** | **Const  Comp** | ** ** | **Qualified  Occupancy  3/31/05** | ** ** | **Cap Con  Paid  Thru  3/31/05** | ** ** |
|--------------------------------|------------|----------------------|------------|-----------|------------|----------------------------------------|------------|---------------|------------|-----------------|------------|-----------------------------------|------------|----------------------------------|------------|
|                           |       |                 |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Spring Valley Apartments       |       | Lexington  Park, MD  |       | 128       |       | $                                      | 5,277,424  |          | 11/91      |            | 12/92      |                              | 100        | %                                | $          | 2,877,811 |   |
|                           |       |                 |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Springwood Park Apartments     |       | Durham, NC           |       | 100       |       | 2,691,139                              |       | 10/91         |       | 5/91            |       | 100                               | %          | 374,349                          |       |
|                           |       |                 |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Summer Lane Apartments         |       | Santee, SC           |       | 24        |       | 862,226                                |       | 7/91          |       | 11/91           |       | 100                               | %          | 176,291                          |       |
|                           |       |                 |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Titusville Apartments          |       | Titusville  PA       |       | 30        |       | 1,215,842                              |       | 12/91         |       | 1/92            |       | 100                               | %          | 280,829                          |       |
|                           |       |                 |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Townview Apartments            |       | St. Mary’s,  PA |       | 36        |       | 1,355,517                              |       | 9/91          |       | 10/91           |       | 100                               | %          | 315,700                          |       |
|                           |       |                 |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Tyrone House Apartments        |       | Tyrone, PA           |       | 36        |       | 1,454,863                              |       | 12/91         |       | 1/92            |       | 100                               | %          | 349,800                          |       |
|                           |       |                 |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Valley Ridge Senior Apartments |       | Central  Valley, CA  |       | 38        |       | 1,788,358                              |       | 1/92          |       | 12/91           |       | 100                               | %          | 456,600                          |       |
|                           |       |                 |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Victoria Place                 |       | Victoria, VA         |       | 39        |       | 1,336,685                              |       | 1/92          |       | 6/92            |       | 100                               | %          | 287,736                          |       |
|                           |       |                 |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Villa West Apts. IV            |       | Topeka, KS           |       | 60        |       | 1,321,193                              |       | 8/91          |       | 1/91            |       | 100                               | %          | 1,392,873                        |       |
|                           |       |                 |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Village Green                  |       | Raleigh, NC          |       | 42        |       | 651,781                                |       | 5/92          |       | 9/91            |       | 100                               | %          | 581,446                          |       |
|                           |       |                 |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Washington Court               |       | Abingdon, VA         |       | 39        |       | 1,130,588                              |       | 7/91          |       | 8/91            |       | 100                               | %          | 295,250                          |       |
|                                |            |                      |            |           |            |                                        |            |               |            |                 |            |                                   |            |                                  |            |  |  |

 

31

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| **Property  Name**           | ** ** | **Location**     | ** ** | **Units** | ** ** | **Mortgage  Balance  As of  12/31/04** | ** ** | **Acq  Date** | ** ** | **Const  Comp** | ** ** | **Qualified  Occupancy  3/31/05** | ** ** | **Cap Con  Paid  Thru  3/31/05** | ** ** |
|------------------------------|------------|------------------|------------|-----------|------------|----------------------------------------|------------|---------------|------------|-----------------|------------|-----------------------------------|------------|----------------------------------|------------|
|                         |       |             |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Wesley Village Apartments    |       | Martinsburg,  WV |       | 36        |       | $                                      | 1,286,148  |          | 10/91      |            | 6/92       |                              | 100        | %                                | $          | 266,253 |   |
|                         |       |             |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Westside Apartments          |       | Louisville,  MS  |       | 33        |       | 761,811                                |       | 3/92          |       | 1/92            |       | 100                               | %          | 191,014                          |       |
|                         |       |             |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Wildwood Terrace Apartments  |       | Wildwood, FL     |       | 40        |       | 1,241,791                              |       | 10/91         |       | 10/91           |       | 100                               | %          | 281,647                          |       |
|                         |       |             |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Woodfield Commons Apartments |       | Marshfield  WI   |       | 48        |       | 654,691                                |       | 9/91          |       | 6/91            |       | 100                               | %          | 1,126,901                        |       |
|                         |       |             |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Woodside Apartments          |       | Belleview,  FL   |       | 41        |       | 1,191,646                              |       | 11/91         |       | 10/91           |       | 100                               | %          | 268,500                          |       |
|                         |       |             |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Wynnewood Village Apts.      |       | Wynnewood,  OK   |       | 16        |       | 381,385                                |       | 1/93          |       | 11/93           |       | 100                               | %          | 67,443                           |       |
|                         |       |             |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Yorkshire Corners            |       | Delevan, NY      |       | 24        |       | 903,928                                |       | 8/91          |       | 9/91            |       | 100                               | %          | 191,500                          |       |
|                              |            |                  |            |           |            |                                        |            |               |            |                 |            |                                   |            |                                  |            |  |  |

 

32

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

 

33

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PART II

 

Item 5. Market for the Registrant’s Partnership Interests and RelatedPartnership Matters

 

(a)   MarketInformation

 

The Partnership is classified as a limited partnership and thus has nocommon stock.  There is no establishedpublic trading market for the BACs and it is not anticipated that any publicmarket will develop.

(b)   Approximatenumber of security holders

 

As of March 31, 2005, the Partnership has 10,270 registered BACholders for an aggregate of 18,679,738 BACs which were offered at asubscription price of $10 per BAC.

 

The BACs were issued in series.  Series 7consists of 769 investors holding 1,036,100 BACs, Series 9 consists of2,084 investors holding 4,178,029 BACs, Series 10 consists of 1,546investors holding 2,428,925 BACs, Series 11 consists of 1,324 investorsholding 2,489,599 BACs, Series 12 consists of 1,838 investors holding2,972,795 BACs, and Series 14 consists of 3,478 investors holding5,574,290 BACs at March 31, 2005.

 

(c)   Dividendhistory and restriction

 

The Partnership has made no distributions of Net Cash Flow to its BACHolders from its inception, June 28, 1989 through March 31, 2005.

 

The Partnership Agreement provides that Profits, Losses and Creditswill be allocated each month to the holder of record of a BAC as of the lastday of such month.  Allocation of Profits,Losses and Credits among BAC Holders will be made in proportion to the numberof BACs held by each BAC Holder.

 

Any distributions of Net Cash Flow or Liquidation, Sale or RefinancingProceeds will be made within 180 days of the end of the annual period to whichthey relate.  Distributions will be madeto the holders of record of a BAC as of the last day of each month in the ratiowhich (i) the BACs held by such Person on the last day of the calendarmonth bears to (ii) the aggregate number of BACs outstanding on the lastday of such month.

 

Partnership allocations and distributions are described on pages 107to 112 of the Prospectus, as supplemented, which are incorporated herein byreference.

 

During the year ended March 31, 2005, the Fund made distributionsto the Limited Partners of Series 7, 9, and 14 for proceeds from the saleof one of the Operating Partnerships. Further details on the distributions are disclosed in the results ofoperations.

 

34

----

 

Item 6. Selected Financial Data

 

The information set forth below presents selected financial data of thePartnership for each of the five years in the period ended March 31, 2005.Additional detailed financial information is set forth in the audited financialstatements listed in Item 15 hereof.

 
| ** **                               | ** ** | **(UNAUDITED)***         | ** **  | ** **               | ** ** | ** **               | ** ** | ** **               | ** ** | ** **               | ** ** |
|------------------------------------------|------------|--------------------------|-------------|--------------------------|------------|--------------------------|------------|--------------------------|------------|--------------------------|------------|
| ** **                               | ** ** | **March 31,  2005** | ** **  | **March 31,  2004** | ** ** | **March 31,  2003** | ** ** | **March 31,  2002** | ** ** | **March 31,  2001** | ** ** |
| Operations                               |       |                     |        |                     |       |                     |       |                     |       |                     |       |
|                                     |       |                     |        |                     |       |                     |       |                     |       |                     |       |
| Interest & other Inc                 |       | $                        | 70,362      |                     | $          | 65,709                   |       | $                        | 56,293     |                     | $          | 53,149 |   | $ | 61,179 |   |
|                                     |       |                     |        |                     |       |                     |       |                     |       |                     |       |
| Share of  Loss Of Operating Partnerships |       | (3,175,307               | )           | (4,482,965               | )          | (5,855,904               | )          | (5,815,333               | )          | (5,981,076               | )          |
|                                     |       |                     |        |                     |       |                     |       |                     |       |                     |       |
| Operating  Exp                           |       | (5,425,507               | )           | (4,785,151               | )          | (4,034,177               | )          | (2,639,786               | )          | (2,834,858               | )          |
|                                     |       |                     |        |                     |       |                     |       |                     |       |                     |       |
| Net Loss                                 |       | $                        | (8,530,452  | )                        | $          | (9,202,407               | )          | $                        | (9,833,788 | )                        | $          | (8,401,970 | ) | $ | (8,754,755 | ) |
|                                     |       |                     |        |                     |       |                     |       |                     |       |                     |       |
| Net Loss per  BAC                        |       | $                        | (.45        | )                        | $          | (.49                     | )          | $                        | (.52       | )                        | $          | (.45 | ) | $ | (.46 | ) |
|                                     |       |                     |        |                     |       |                     |       |                     |       |                     |       |
| Balance  Sheet                           |       |                     |        |                     |       |                     |       |                     |       |                     |       |
|                                     |       |                     |        |                     |       |                     |       |                     |       |                     |       |
| Total Assets                             |       | $                        | 13,110,125  |                     | $          | 20,278,411               |       | $                        | 29,506,804 |                     | $          | 38,568,793 |   | $ | 44,443,818 |   |
|                                     |       |                     |        |                     |       |                     |       |                     |       |                     |       |
| Total  Liabilites                        |       | $                        | 30,223,397  |                     | $          | 28,861,231               |       | $                        | 26,412,221 |                     | $          | 24,871,101 |   | $ | 22,344,156 |   |
|                                     |       |                     |        |                     |       |                     |       |                     |       |                     |       |
| Capital                                  |       | $                        | (17,113,272 | )                        | $          | (8,582,820               | )          | $                        | 3,094,583  |                     | $          | 13,697,692 |   | $ | 22,099,662 |   |

 

----

* Refer to Exceptions to Certifications discussing presentation ofUnaudited Financial Statements

 

35

----

 

Item 7.    Management’s Discussionand Analysis of Financial Condition and Results of Operations

 

This Management’s Discussion and Analysis of Financial Condition andResults of Operations contains forward-looking statements such as ourintentions, hopes, beliefs, expectations, strategies and predictions of ourfuture activities, or other future events or conditions. Such statements are “forwardlooking statements” within the meaning of Section 27A of the SecuritiesAct of 1993, as amended, and Section 21E of the Securities Exchange Act of1934, as amended, and are intended to be covered by the safe harbors createdthereby. Investors are cautioned that all forward-looking statements involverisks and uncertainty, including, without limitation, the factors identified inPart I, Item 1 of this Report. Although we believe that the assumptionsunderlying the forward-looking statements contained herein are reasonable, anyof the assumptions could be inaccurate, and, therefore, there can be noassurance that the forward-looking statements included in this Report willprove to be accurate. 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 primary source of funds was the proceeds of itsPublic Offering.  Other sources ofliquidity include (i) interest earned on capital contributions unpaid asof March 31, 2005 and on working capital reserves and (ii) cashdistributions from operations of the Operating Partnerships in which thePartnership has invested.  These sourcesof liquidity, along with the Partnership’s working capital reserve, areavailable to meet the obligations of the Partnership.  The Partnership does not anticipatesignificant cash distributions from operations of the Operating Partnerships.

 

The Partnership is currently accruing the annual partnership managementfee to enable each series to meet current and future third party obligations.During the fiscal year ended March 31, 2005 the Partnership accrued, netof payments made, $1,719,408 in annual partnership management fees. As of March 31,2005 the accrued partnership management fees totaled $29,247,546.  Pursuant to the Partnership Agreement, suchliabilities will be deferred until the Partnership receives sale or refinancingproceeds from Operating Partnerships, and at that time proceeds from such salesor refinancing will be used to satisfy such 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 general partner have advanced $713,847 to thePartnership to pay certain third party operating expenses and to fund advancesto operating partnerships. Of this amount, $50,175 was advanced during thefiscal year ended March 31, 2005. The allocation of the total advanced

 

36

----

 

through March 31, 2005, to four of the six series is asfollows:  $311,614 to Series 7,$4,960 to Series 9, $41,149 to Series 11, $183,466 to Series 12and $172,658 to Series 14.  These,and any additional advances, will be paid, without interest, from availablecash flow, reporting fees, or the proceeds of the sale or refinancing of thePartnership’s interest in Operating Partnerships.  The Partnership anticipates that as theOperating Partnerships continue to mature, more cash flow and reporting feeswill be generated.  Cash flow andreporting fees will be added to the Partnership’s working capital and will beavailable to meet future third party obligations of the Partnership.  The Partnership is currently pursuing, and willcontinue to pursue, available cash flow and reporting fees and anticipates thatthe amount collected will be sufficient to cover third party operatingexpenses.

 

Capital Resources

 

The Partnership offered BACs in a public offering declared effective bythe Securities and Exchange Commission on October 25, 1989.  The Partnership received and acceptedsubscriptions for $186,337,517 representing 18,679,738 BACs from investorsadmitted as BAC Holders in Series 7, 9 through 12 and 14 of thePartnership.

 

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

 

(Series 7).  The Partnershipcommenced offering BACs in Series 7 on November 14, 1989.  The Partnership had received and acceptedsubscriptions for $10,361,000, representing 1,036,100 BACs from investorsadmitted as BAC Holders in Series 7. Offers and sales of BACs in Series 7 were completed and the last ofthe BACs in Series 7 were issued by the Partnership on December 29,1989.

 

As of March 31, 2005 the net proceeds from the offer and sale ofBACs in Series 7 had been used to invest in a total of 15 OperatingPartnerships in an aggregate amount of $7,774,651, and the Partnership hadcompleted payment of all installments of its capital contributions to theOperating Partnerships.  As of March 31,2005 five of the properties had been disposed of and ten remained. Cash andCash Equivalents for Series 7 at March 31, 2005 represented $19,980in working capital and $217,477 in sale proceeds to be returned to theinvestors.

 

(Series 9).  The Partnershipcommenced offering BACs in Series 9 on February 1, 1990.  The Partnership had received and acceptedsubscriptions for $41,574,518, representing 4,178,029 BACs from investorsadmitted as BAC Holders in Series 9. Offers and sales of BACs in Series 9 were completed and the last ofthe BACs in Series 9 were issued by the Partnership on April 30,1990.

 

As of March 31, 2005 the net proceeds from the offer and sale ofBACs in Series 9 had been used to invest in a total of 55 OperatingPartnerships in an aggregate amount of $31,605,286, and the Partnership hadcompleted payment of installments of its capital contributions to the OperatingPartnerships.  As of March 31, 200514 of the properties had been disposed of and 41 remained.  Cash and Cash Equivalents for Series 9at March 31, 2005 represented $458,387 in working capital and $598,123 insale proceeds to be returned to the investors.

 

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(Series 10).  The Partnership commenced offering BACs inSeries 10 on May 7, 1990.  ThePartnership had received and accepted subscriptions for $24,288,997representing 2,428,925 BACs from investors admitted as BAC Holders in Series10.  Offers and sales of BACs in Series10 were completed and the last of the BACs in Series 10 were issued by thePartnership on August 24, 1990.

 

As of March 31, 2005 thenet proceeds from the offer and sale of BACs in Series 10 had been used toinvest in a total of 45 Operating Partnerships in an aggregate amount of$18,555,455, and the Partnership had completed payment of all installments ofits capital contributions to the Operating Partnerships.  As of March 31, 2005 3 of the properties hadbeen disposed of and 42 remained.  Cashand Cash Equivalents for Series 10 at March 31, 2005 represented $250,950 inworking capital and $131,060 in sale proceeds to be returned to the investors.

 

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

 

During the fiscal yearended March 31, 2005, the Partnership did not use any of Series 11’s netoffering proceeds to pay installments of its capital contributions to theOperating Partnerships.  As of March 31,2005 the net proceeds from the offer and sale of BACs in Series 11 had beenused to invest in a total of 40 Operating Partnerships in an aggregate amountof $18,894,372.  The Partnership hascompleted payment of all installments of its capital contributions to 39 of the40 Operating Partnerships.  Cash and CashEquivalents for Series 11 at March 31, 2005 represented $285,164 in unpaidcapital contributions and working capital.

 

(Series 12).  The Partnership commenced offering BACs inSeries 12 on 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 last of theBACs in Series 12 were issued by the Partnership on April 30, 1991.

 

During the fiscal yearended March 31, 2005, the Partnership did not use any of Series 12’s netoffering proceeds to pay installments of its capital contributions to theOperating Partnerships.  As of March 31,2005 the net proceeds from the offer and sale of BACs in Series 12 had beenused to invest in a total of 53 Operating Partnerships in an aggregate amountof $22,356,179.  As of March 31, 2005 2of the properties had been disposed of and 51 remained.  The Partnership has completed payment of allinstallments of its capital contributions to 50 of the 51 remaining OperatingPartnerships.  Cash and Cash Equivalentsfor Series 12 at March 31, 2005 represented $245,345 in unpaid capitalcontributions and working capital and $700,257 in sale proceeds to be returnedto the investors.

 

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

 

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During the fiscal yearended March 31, 2005, the Partnership did not use any of Series 14’s netoffering proceeds to pay installments of its capital contributions to theOperating Partnership.  As of March 31,2005 the net proceeds from the offer and sale of BACs in Series 14 had beenused to invest in a total of 101 Operating Partnerships in an aggregate amountof $42,034,328.  As of March 31, 2005 8of the properties had been disposed of and 93 remained.  The Partnership has completed payment of allinstallments of its capital contributions to 81 of the remaining 93 OperatingPartnerships.  Cash and Cash Equivalentsfor Series 14 at March 31, 2005 represented $1,173,295 in unpaid capitalcontributions and working capital and $805,959 in sale proceeds to be returnedto the investors.

 

Results of Operations

 

The Partnership incurs anannual partnership management fee payable to the 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 March31, 2005 and 2004 was $1,719,408 and $2,115,746, respectively. The lower amountin the current fiscal year is mainly the result of the payment outstandingreporting fees for the years 1992 through 2003 by one of the OperatingPartnerships in Series 9 and Series 14 totaling approximately $258,591.  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.

 

Most series in BostonCapital Tax Credit Fund II Limited Partnership experienced a decrease in thetax credits generated per BAC from calendar year 2003 to 2004.  The Operating Partnerships were allocated taxcredits for 10 years.  Based on eachOperating Partnership’s lease-up, the total credits could be spread over asmany as 13 years.  In cases where theactual number of years is more than 10, the credits delivered in the early andlater years will be less than the maximum allowable per year.  The decrease in credits from calendar year2003 to 2004 results from the fact that a large number of the OperatingPartnerships are in their final years of credit.  The decrease in tax credits generated per BACis expected to continue until all credits have been realized and tax creditsgenerated per BAC will be reduced to zero.

 

(Series 7).  As of March 31, 2005 and 2004, the averageQualified Occupancy for the series was 100%. The Series had a total of 10 properties at March 31, 2005, all of whichwere at 100% qualified occupancy.

 

For the tax years endedDecember 31, 2004 and 2003, the series, in total, generated $635,654 and$605,554, respectively, in passive income tax losses that were passed throughto the investors, and also provided $.02 for both years in tax credits per BACto the investors.

 

As of March 31, 2005 and2004, Investments in Operating Partnerships for Series 7 was $30,271 and$52,288, respectively.  Investments inOperating Partnerships was affected by the way the Partnership accounts forsuch investments, the equity method.

 

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By using the equitymethod the Partnership adjusts its investment cost for its share of eachOperating Partnership’s results of operations and for any distributionsreceived or accrued.

 

For the period endedDecember 31, 2004 and 2003, Series 7 reflects net loss from OperatingPartnerships of $(522,978) and $(880,312), respectively, which includesdepreciation and amortization of $761,678 and $1,049,165, respectively.

 

In December 2004, theInvestment Partnership sold its interest in Buckner Properties, LimitedPartnership (Buckner Properties) to the Operating General Partner for hisassumption of the outstanding mortgage balance of $607,514 and proceeds to theInvestment Partnership of $18,225.  Ofthe total Investment Partnership proceeds $5,000 represents payment ofoutstanding reporting fees due to an affiliate of the Investment Partnership.  The remaining proceeds of $13,225 areanticipated to be paid to BCAMLP for fees and expenses related to the sale andpartial reimbursement of amounts payable to affiliates.  The breakdown of the amounts to be paid toBCAMLP is as follows:  $182 represents afee for overseeing and managing the disposition of the property; $11,043represents partial reimbursement of outstanding advances and asset managementfees; and $2,000 represents reimbursement for expenses incurred related to thesale, which includes but is not limited to legal costs.  Annual losses generated by the OperatingPartnership which were applied against the Investment Partnership’s investmentin the Operating Partnership in accordance with the equity method of accountinghad previously reduced the investment in the Operating Partnership tozero.  Accordingly, a gain on the sale ofthe Operating Partnership of the proceeds from the sale, net of the dispositionfee, has been recorded in the amount of $13,043 as of December 31, 2004.

 

In December 2004, theInvestment Partnership sold its interest in Winfield Properties II, LimitedPartnership (Winfield Properties II) to the Operating General Partner for hisassumption of the outstanding mortgage balance of $598,371 and proceeds to theInvestment Partnership of $17,951.  Ofthe total Investment Partnership proceeds $5,000 represents payment ofoutstanding reporting fees due to an affiliate of the InvestmentPartnership.  The remaining proceeds of$12,951 are anticipated to be paid to BCAMLP for fees and expenses related tothe sale and partial reimbursement of amounts payable to affiliates.  The breakdown of the amounts to be paid toBCAMLP is as follows:  The breakdown ofthe amounts to be paid to BCAMLP is as follows: $180 represents a fee for overseeing and managing the disposition of theproperty; $10,771 represents partial reimbursement of outstanding advances andasset management fees; and $2,000 represents reimbursement for expensesincurred related to the sale, which includes but is not limited to legalcosts.  Annual losses generated by theOperating 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, a gain on the saleof the Operating Partnership of the proceeds from the sale, net of thedisposition fee, has been recorded in the amount of $12,771 as of December 31,2004.

 

In October 2004, whileattempting to capitalize on the strong California real estate market, theOperating General Partner of Rosenberg Building Associates (RosenbergApartments) entered into an agreement to sell the property and the transactionclosed in the first quarter of 2005.

 

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As part of the purchaseagreement, the buyer is required to maintain the property as affordable housingthrough the end of the tax credit compliance period, and to provide a recapturebond to avoid the recapture of the tax credits that have been taken. After repaymentof the outstanding mortgage balance of approximately $1,699,801, and paymentsof outstanding fees due to the Managing and Operating General Partners of$61,748 and $173,500 respectively, proceeds to the Investment Limited Partnerswere $1,508,640.  Of the InvestmentLimited Partner proceeds received: $120,086 represents re-payment ofoutstanding loans made to the Operating Partnership; and $76,251 representspayment of outstanding investor service fees. The remaining proceeds of $1,312,303 was paid to the Investment LimitedPartnerships, BCTC I Series 4 and Series 6 and BCTC II Series 7 and Series 14,in accordance with their contributions to the Operating Partnership and theterms of the Operating Partnership agreement. The amount paid to each Series is as follows: Series 4 $138,130, Series6 $91,034, Series 7 $318,139 and Series 14 $765,000.  Series 4, Series 6, Series 7 and Series 14will use $43,705, $28,804, $100,662 and $233,948, respectively, of their proceedsto pay outstanding asset management fees due to an affiliate of the InvestmentPartnership. Of the proceeds remaining, it is estimated that approximately$94,425, $62,230, $217,477 and $531,052, for Series 4, Series 6, Series 7, andSeries 14, respectively, will be distributed to the investors.  Provided that this is the actual amountdistributed, the investor per BAC distribution will be $.032, $.048, $.210, and$.095, for Series 4, Series 6, Series 7, and Series 14, respectively.  A gain/(loss) on the sale of the InvestmentLimited Partner Interest of ($645,692), ($348,936), $318,139, and $288,349, forSeries 4, Series 6, Series 7, and Series 14, respectively, was realized in thequarter ended March 31, 2005. The gain/(loss) recorded represented the proceedsreceived by the ILP, net of their remaining investment balance and their shareof the disposition fee.

 

In January 2005, BostonCapital Tax Credit Fund I - Series 3 and Series 4 and Boston Capital Tax CreditFund II - Series 7 (the “ILP”) sold its Investment Limited Partner interest in BowditchSchool L.P. (The Bowditch School Lodging House) to the Operating GeneralPartner for his assumption of the outstanding mortgage balance of $3,053,108and proceeds to the ILP of $1. The ILP proceeds actually represented a partialpayment of outstanding reporting fees due to an affiliate of the ILP and assuch have not been recorded as proceeds from the sale of the OperatingPartnership.  Annual losses generated bythe Operating Partnership which were applied against the ILP’s investment inthe Operating Partnership in accordance with the equity method of accountinghad previously reduced the ILP investment in the Operating Partnership tozero.  Accordingly no gain or loss on thesale of the Investment Limited Partner Interest has been recorded.

 

In December 2001, theOperating General Partner of King City Elderly Housing exercised its option topurchase King City Elderly Housing (Leo A. Meyer Senior Citizen Housing) fromBCTC II - Series 7.  In March 2003, theInvestment General Partner entered into an agreement to sell the property tothe Operating General Partner for his assumption of the outstanding mortgagebalance of approximately $1,658,087 and anticipated proceeds to the InvestmentPartnership of $350,000.  Of this amount,it is estimated that the net distribution to the investors will beapproximately $161,610.  The totalreturned to the investors will be distributed based on the number of BACs heldby each investor at the time of the sale. Provided that this is the actual amount distributed, the investor perBAC distribution will be $.156.

 

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The remaining proceeds of$188,390 are anticipated to be paid to for fees and expenses related to thesale and partial reimbursement of amounts payable to affiliates.  The breakdown of the amount to be paid toBCAMLP is as follows:  $15,000 representsa fee for overseeing and managing the disposition of the property; $169,390represents partial reimbursement for outstanding asset management fees; and$4,000 represents reimbursement for expenses incurred related to the sale,which includes but is not limited to legal and mailing costs.  The sale is expected to occur in the secondor third quarter 2005.

 

(Series 9).  As of March 31, 2005 and 2004, the average QualifiedOccupancy for the series was 99.8%, respectively. The series had a total of 41properties as of March 31, 2005, of which 40 were at 100% qualified occupancy.

 

For the tax years endedDecember 31, 2004 and 2003, the series, in total, generated $3,007,733 and$3,613,512, respectively, in passive income tax losses that were passed throughto the investors, and also provided $.05 and $.15, respectively, in tax creditsper BAC to the investors.

 

As of March 31, 2005 and2004, the Investments in Operating Partnerships for Series 9 was $0 and$222,660, respectively. Investments in Operating Partnerships was affected bythe way the 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 periods endedDecember 31, 2004 and 2003, Series 9 reflects net loss from OperatingPartnerships of $(2,187,187) and $(1,799,301), respectively, which includesdepreciation and amortization of $2,766,775 and $4,348,387, respectively.

 

Inthe summer of 2002, the US Attorney for the Western District of Louisiananotified the Investment General Partner that the Riemer Calhoun group was underinvestigation by several federal agencies for the alleged manipulation ofproperty cost certifications.  In early2003, the Investment General Partner learned that the US Attorney intended tobring criminal charges against certain members of the Riemer Calhoun group forfalsifying the certified cost basis upon which the Louisiana Housing FinanceAgency determined the tax credit calculation with respect to approximately 40Operating Partnerships in which Series 9 is not an investor.  The Investment General Partner used thesecertifications in determining the tax credits investors would receive throughtheir investment in the Calhoun Partnerships. In effect, it appears that the contractor that built the apartmentproperties (an affiliate of Mr. Calhoun’s) overbilled the respective OperatingPartnerships, thereby improperly inflating the cost certification and theamount of tax credit generated.

 

Inlate March, 2003, Reimer Calhoun, Jr. pleaded guilty to charges of wire fraudand conspiracy to commit equity skimming. At that time, the Investment General Partner obtained $1,282,202,currently held in escrow, from Reimer Calhoun for the purpose of offsetting anypotential losses to tax credits caused by Mr. Calhoun’s fraud.

 

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OnSeptember 25, 2003, judgment in a criminal case was entered against ReimerCalhoun, Jr. and TF Management, Inc.  OnCount 1, alleging wire fraud, Reimer Calhoun, Jr. was sentenced to 60 months inthe custody of the United States Bureau of Prisons.  On Count 2, Mr. Calhoun received a concurrent60 month sentence.  Mr. Calhoun’s prisonsentence began on October 13, 2003.  Mr.Calhoun was further fined $500,000 and ordered to pay restitution of $4,363,683to various parties.  The amount ofrestitution ordered paid to the Investment General Partner was $1,559,723.  This amount includes the monies previouslypaid by Mr. Calhoun. The additional $277,521 was received in December 2003.

 

TheInvestment General Partner has cooperated fully with the US Attorney in theinvestigation, and there has been no suggestion of any wrongdoing on the partof it or any of its affiliates.

 

In 2003, the InternalRevenue Service commenced an audit of the Calhoun partnerships in order tofinally determine the amount of overstated tax credits.  The Investment General Partner has reached aresolution with the IRS whereby the adjustments to tax credits will be madeonly for the tax years 2004 and thereafter in order to avoid amending taxreturns already filed for the years 2001, 2002 and 2003.  Final Closing Agreements have now beenentered into with the IRS for each of the partnerships. At this point, theInvestment Partnerships have incurred substantial legal and accounting costsbased upon Mr. Calhoun’s fraud. It is further anticipated that the $1,559,723will be sufficient to fully protect the investors and provide restitution tothe Investment Partnerships affected.

 

Withrespect to each of the Calhoun Partnerships either (a) Reimer Calhoun’scontrolling interest in the Operating General Partner has been assigned toMurray Calhoun the son of Reimer Calhoun or (b) in some cases the OperatingGeneral Partner entity itself has been replaced with a new entity controlled byMurray Calhoun and in which Reimer Calhoun has no interest. Murray Calhoun isthe principal of Calhoun Property Management, L.L.C., which has providedproperty level management services for the apartment properties owned by theCalhoun Partnerships.  Murray Calhounalso cooperated fully with the criminal investigation of his father, and theInvestment General Partner and its affiliates have confirmed directly with theUS Attorney that no evidence was found of any wrongdoing on the part of MurrayCalhoun.

 

MurrayCalhoun and the Investment General Partner and its affiliates have allundertaken discussions with the Rural Housing Service of the U.S. Department ofAgriculture, in its capacity as first mortgage lender for each of the CalhounPartnerships, to make sure that all of the mortgage loans are and will continueto be in good standing notwithstanding the overstated credit and the criminalprosecution resulting therefrom.  RHS hasalso indicated that it will consent to the replacement of general partners notedabove.

 

Inaddition, Murray Calhoun and the Investment General Partner and its affiliateshave entered into agreements which (a) cause Murray Calhoun to guaranteeperformance of all of the obligations to limited partners previously guaranteedby Reimer Calhoun, (b) tighten up the consent rights of the Investment GeneralPartner in connection with changing general partners, management agents andpartnership accountants, and (c) clarify the rights of the Investement GeneralPartner to remove a general partner in the future in the event of certainspecified events.

 

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Finally,the Investment General Partner and its affiliates are reviewing their businessdealings with the Calhoun Partnerships in general to attempt to determine ifany other irregularities have occurred.

 

School Street II LimitedPartnership (School Street Apts. II) is a 24-unit complex located in Marshall,Wisconsin.  Occupancy for the firstquarter of 2005 is 67%. Occupancy at the property had dropped considerably. Averagevacancies in the area are running 15-17%. In January 2005, management decreased the rent levels by $50 andeliminated the water and sewer surcharge. A resident referral program was also initiated.  The property is advertising in localpublications, rental publications and the Madison, Wisconsin newspaper.  Operations remain below breakeven due to highvacancy loss.  The Operating GeneralPartner continues to fund any operating cash deficits. The mortgage, taxes,insurance, and accounts payables are current. The current mortgage for this property matured in December 2004.  The Operating General Partner obtained a oneyear extension from the lender to pursue alternative financing.  The Operating General Partner was able torefinance the current mortgage with a four year loan with the first two yearsrequiring monthly interest payments only. The loan amortizes over a thirty year period and is guaranteed by theprincipals of the Operating General Partner. The interest rate is LIBOR plus 220 basis points.  In addition, the Operating General Partnerrequested that the Investor Limited Partner assist in funding operatingdeficits through the end of the compliance period which occurs in 2008.  The Investor Limited Partner agreed to advancefunds over time in quarterly amounts equal to 25% of the operating deficit upto $25,000 through the end of the compliance period.  The Investor Limited Partner has not advancedany funds to the property to date.

 

Fountain GreenApartments, Limited (Fountain Green Apartments) is a 24 unit property locatedin Crestview, FL. In October 2004, the property suffered damages from HurricaneIvan.  As of March 31, 2005, insuranceproceeds have been paid, and a majority of the repair work is complete. The hurricanehas not had a negative impact on the property’s performance. Occupancy averaged94.4% in 2004, and 95.8% during the first quarter of 2005. Operating expensesare slightly above state average, but the property is able to generate cash.

 

Glenwood Hotel Investors(Glenwood Hotel) is 36-unit single room occupancy (SRO) development, located inPorterville, CA. Significant structural improvements, that at this time arephysically and financially unfeasible, are required for the property to competeeffectively in the market. The management agent continues to market theavailable units to the housing authority as well as performing various outreachefforts to attract qualified residents. The average occupancy during 2004 was 70% and was up to 80% for December2004.  The Operating General Partner continuesto support the Operating Partnership financially. The mortgage, insurance andpayables are current. The Investment General Partner continues to monitor thissituation to ensure the property reaches the end of the tax credit complianceperiod in 2005.  The average occupancythrough the first quarter of 2005 was 89% as a direct result of a propertymanager change.

 

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Surry Village II LimitedPartnership, (Surry Village II) is a 24-unit development located in SpringGrove, Virginia.  The property operatedbelow breakeven due to low occupancy, which averaged 85.4%.  The property continued to operate belowbreakeven in the first quarter of 2005 due to an average occupancy of 86%.

 

The property struggles withtenant retention.  Management feels thisis due to the lack of cable providers in the area and poor televisionreception. The property also is located in a very isolated rural area withlittle local employment.  The propertydoes not have rental assistance and has difficulty finding qualifiedresidents.  Management was able to find asatellite cable provider who deals directly with the residents.  This new amenity has helped attract newresidents and occupancy was 95.8% at the end of March 2005.  The on-site manager continues to organizeresident functions and “block parties” in an effort to improve retention.  The Investment General Partner will continueto monitor the Operating Partnership on a monthly basis until it is able tooperate above breakeven.

 

Springfield HousingAssociates Limited Partnership (Pinewood Apartments) is a 168-unit propertylocated in Springfield, Illinois. The property operated below break-even in2004 and the first quarter of 2005 due to an average occupancy of only 84%.Management reports that the decline in occupancy is primarily due to theincrease in first-time homeowners that are taking advantage of low interestrates and State-assisted down payment programs. Management has improved theirmarketing effort through use of billboards, bus-boards, newspaper ads, andflyers. They have also created a new staff position dedicated solely tomarketing the property. As a result, occupancy has been increasing monthly to92% in May 2005. Occupancy will continue to be monitored closely untiloperations reach above break-even.

 

Village Oaks ApartmentsII (Village Oaks Apartments) is a 24 unit property located in Live Oak, FL. Theproperty was unable to break even in 2004 due to high expenses and low rentlevels. Operating expenses averaged $4,303/unit during the first quarter of2005, approximately $1,000 above the state average. According to management,the property could not be adequately maintained if expenses were cut.Management is trying to obtain increased rental subsidies from RuralDevelopment. The Operating General Partner is funding operating deficits.

 

Pedcor Investments1989-VIII, Limited Partnership (Port Crossing Apartments) is a 160-unitproperty located in Portage, Indiana. Average occupancy in 2004 was 87% and theproperty is generating cash. Occupancy was low in the first and secondquarters; however, occupancy increased from 81% in the first half of 2004 toover 90% as a result of aggressive marketing. A resident referral incentive,direct marketing to local businesses, and an interactive web-site wereimplemented. Management has also implemented a resident retention program,offering coupons for local eateries. The Replacement Reserve is funded and tax,insurance, and mortgage payments are all current. The property reached the endof its compliance period on December 31, 2004. As operations have improved and stabilized we will no longer providespecial disclosure on this partnership.

 

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Warrensburg EstatesLimited Partnership (Warrensburg Estates), is a 32-unit property located inWarrensburg, Missouri. The 2004 audited financial statements show that theproperty operated above break-even, after adjusting for the over-fundedreplacement reserve. In December 2004 Rural Development finally approved theuse of funds from the Replacement Reserve to renovate eight vacant units.  These units were renovated during the firstquarter and occupancy is now up to 91%. First quarter operations are abovebreak-even and tax, insurance, and mortgage payments are current.

 

The property reached theend of its compliance period on December 31, 2004. The Investment LimitedPartner for Warrensburg Estates is currently negotiating the sale of itsinterest, but will continue to monitor this property until the sale iscomplete.  The sale is anticipated tooccur during the second or third quarter of 2005.

 

In December 2004, BostonCapital Tax Credit Fund II - Series 9 (the “ILP”) negotiated a sale of itsInvestment Limited Partner interest in Pedcor Investments 1989-VIII (PortCrossing Apartments) to the Operating General Partner for his assumption of theoutstanding mortgage of approximately $3,747,940 and proceeds to Series 9 of$906,000.  The sale of the ILP interestoccurred in the first quarter of 2005. Of the total ILP proceeds $32,000 represented payment of outstandingreporting fees due to an affiliate of the ILP. Of the net proceeds it is anticipated that approximately $232,000 willbe distributed to the investors. Provided that this is the actual amount distributed, the investor perBAC distributions will be $.056.  Thetotal return to the investors will be distributed based on the number of BACsheld by each investor.  The remainingproceeds of $642,000 are anticipated to be paid to BCAMLP for fees and expensesrelated to the sale and partial reimbursement of amounts payable to affiliates.The breakdown of the amount to be paid to BCAMLP is as follows:  $9,060 represents a fee for overseeing andmanaging the disposition of the property; $12,500 represents a reimbursement ofexpenses incurred which were associated with the disposition and $620,440represents a partial payment of outstanding Asset Management Fees due toBCAMLP.  A gain on the sale of the OperatingPartnership in the amount of the proceeds from the sale, net of the dispositionfee and the Operating Partnership’s investment balance at the time of the sale,has been recorded in the amount of $791,869 as of March 31, 2005.

 

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In October 2004, theOperating General Partner of Cedar Rapids Housing Associates (Country HillApartments I) entered into an agreement to sell the property and thetransaction closed in the first quarter of 2005. The total proceeds received bythe ILP after the payment of the outstanding mortgage balance and otherliabilities of $4,890,157 was $485,000. Of the net proceeds received it is anticipated that the investors willreceive $225,000.  The total returned tothe investors will be distributed based on the number of BACs held by eachinvestor.  Provided that this is theactual amount distributed, the investor per BAC distribution will be $.053. Theremaining proceeds of $260,000 will be paid to BCAMLP for fees and expensesrelated to the sale and partial reimbursement of amounts payable to affiliates.The breakdown of the amount to be paid to BCAMLP is as follows:  $59,750 represents a fee for overseeing andmanaging the disposition of the property; $191,250 represents partialreimbursement for outstanding asset management fees; and $9,000 representreimbursement for expenses incurred related to the sale, which includes but isnot limited to legal and mailing costs. Annual losses generated by the Operating Partnership which were appliedagainst the ILP’s investment in the Operating Partnership in accordance withthe equity 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 disposition fee, has been recorded in theamount of $425,250 as of March 31, 2005.

 

The Operating GeneralPartner of Corinth Housing Redevelopment Company (Adams Lawrence Apts.)negotiated a sale of its General Partner interest,which was completed in August 2003.

 

Inaddition to the transfer of Operating General Partner interest, an exitstrategy has been put in place that will allow for the sale of the InvestmentLimited Partner interest to the new Operating General Partner at the end of the15-year tax credit compliance period, which expires in December 2004.  In January of 2005, Boston Capital Tax CreditFund II - Series 9 (the “ILP”) sold its interest in Corinth HousingRedevelopment Company, to the new Operating General Partner for his assumptionof the outstanding mortgage balance of $1,459,113 and proceeds of $23,864.  Of this amount, the net distribution to theinvestors will be approximately $10,000. This represents a per BAC distribution of $0.002. The total return tothe investor will be distributed based on the number of BACs held by eachinvestor.   The remaining proceeds of$13,864 is anticipated to be paid to BCAMLP or other related entities forpartial reimbursement of amounts payable to affiliates.  Annual losses generated by the OperatingPartnership which were applied against the ILP’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 has been recorded in theamount of $23,864 as of March 31, 2005.

 

The Operating GeneralPartner of the Partnership Greenwich Housing Redevelopment Company (CynthiaMeadows) negotiated a sale of its General Partner interest, which was completed in August 2003.  In addition to the transfer of OperatingGeneral Partner interest, an exit strategy has been put in place that willallow for the sale of the Investment Limited Partner interest to the new OperatingGeneral Partner at the end of the 15-year tax credit compliance period, whichexpires in December 2004.   In January of 2005, Boston Capital Tax CreditFund II - Series 9 (the “ILP”) sold its interest in Greenwich HousingRedevelopment Company, to the new Operating

 

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General Partner for hisassumption of the outstanding mortgage balance of $1,058,354 and proceeds of$21,477.  Of this amount, the netdistribution to the investors will be approximately $10,000.  This represents a per BAC distribution of$0.002. The total return to the investor will be distributed based on thenumber of BACs held by each investor.  The remaining proceeds of $11,477 is anticipated to be paid to BCAMLP orother related entities for partial reimbursement of amounts payable toaffiliates.  Annual losses generated bythe Operating Partnership which were applied against the ILP’s investment inthe Operating Partnership in accordance with the equity method of accountinghad previously reduced the investment in the Operating Partnership tozero.  Accordingly, a gain on the sale ofthe Operating Partnership of the proceeds from the sale has been recorded inthe amount of $21,477 as of March 31, 2005.

 

The Operating GeneralPartner of the Partnership Wilmington Housing Redevelopment Company (BonnieviewTerrace) negotiated a sale of its General Partner interest, which was completed in August 2003.  In addition to the transfer of OperatingGeneral Partner interest, an exit strategy has been put in place that willallow for the sale of the Investment Limited Partner interest to the newOperating General Partner at the end of the 15-year tax credit complianceperiod, which expires in December 2004.  InJanuary of 2005, Boston Capital Tax Credit Fund II - Series 9 (the “ILP”) soldits interest in Wilmington Housing Redevelopment Company, to the new OperatingGeneral Partner for his assumption of the outstanding mortgage balance of$1,023,368 and proceeds of $14,318.  Ofthis amount, the net distribution to the investors will be approximately$10,000.

 

This represents a per BACdistribution of $0.002. The total return to the investor will be distributedbased on the number of BACs held by each investor.   The remaining proceeds of $4,318 isanticipated to be paid to BCAMLP or other related entities for partialreimbursement of amounts payable to affiliates. Annual losses generated by the Operating Partnership which were appliedagainst the ILP’s investment in the Operating Partnership in accordance withthe equity 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 has been recorded in the amount of $14,318 as of March31, 2005.

 

In January 2005, BostonCapital Tax Credit Fund II - Series 9 (the “ILP”) sold its ILP interest inMaywood Associates Limited (Maywood Apartments) to the Operating GeneralPartner for his assumption of the outstanding mortgage balance of approximately$1,472,922 and proceeds to Series 9 of $56,200. Proceeds from the sale were received in the first quarter 2005.  Of the total proceeds received $13,000 representspayment of outstanding reporting fees due to an affiliate of the ILP.  Of the total remaining proceeds it isanticipated that approximately $10,000 will be returned to the investors.  Provided that this is the actual amountreceived the investor per BAC distribution will be $0.002.  The total return to the investors will be distributedbased on the number of BACs held by each investor.  The remaining proceeds of $33,200 will bepaid to BCAMLP for fees and expenses related to the sale and partialreimbursement of amounts payable to affiliates. The breakdown of the amount tobe paid to BCAMLP is as follows: $28,200 represents partial reimbursement foroutstanding advances and asset management fees; and $5,000 representreimbursement for expenses incurred related to the sale, which includes but isnot limited to legal and mailing costs. Annual losses generated by the Operating Partnership which were

 

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applied against the ILP’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 the saleof the Operating Partnership of the proceeds from the sale has been recorded inthe amount of $43,200 as of March 31, 2005.

 

In March 2005, BostonCapital Tax Credit Fund I - Series 9 (the “ILP”) sold its interest inBreezewood RRH, Ltd., (Breezewood Village II) to a non-affiliated entity forits assumption of the outstanding mortgage balance of $1,403,106 and proceedsto the ILP of $56,124. Of the total ILP proceeds received, $3,570 representedpayment of outstanding reporting fees due to an affiliate of the ILP.  Of the remaining proceeds, the netdistribution to investors is anticipated to be approximately $16,196.  This represents a per BAC distribution of$0.004.  The total return to the investorwill be distributed based on the number of BACS held by each investor.  The remaining proceeds of $36,358 isanticipated to be paid to BCAMLP or other related entities for fees andexpenses related to the sale and partial reimbursement of amounts payable toaffiliates.  The breakdown of the amountpaid to BCAMLP is as follows:  $3,350represented a fee for overseeing and managing the disposition of the property;$27,342 represents partial reimbursement for outstanding advances and assetmanagement fees; and $5,666 represented reimbursement for expenses incurredrelated to the sale, which included but was not limited to legal and mailingcosts.   Annual losses generated by theOperating Partnership which were applied against the ILP’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 onthe sale of the Operating Partnership of the proceeds from the sale, net of thedisposition fee, has been recorded in the amount of $49,204 as of March 31,2005.

 

In March 2005, BostonCapital Tax Credit Fund I - Series 9 (the “ILP”) sold its interest in CambridgeManor, Ltd., (Cambridge Manor) to a non-affiliated entity for its assumption ofthe outstanding mortgage balance of $1,110,193 and proceeds to the ILP of$44,408. Of the total ILP proceeds received, $6,215 represented payment ofoutstanding reporting fees due to an affiliate of the ILP.  Of the remaining proceeds, the netdistribution to investors is anticipated to be approximately $10,933.  This represents a per BAC distribution of$0.003.  The total return to the investorwill be distributed based on the number of BACS held by each investor.  The remaining proceeds of $27,260 isanticipated to be paid to BCAMLP or other related entities for fees andexpenses related to the sale and partial reimbursement of amounts payable toaffiliates.  The breakdown of the amountpaid to BCAMLP is as follows:  $3,350represented a fee for overseeing and managing the disposition of the property;$18,244 represents partial reimbursement for outstanding advances and assetmanagement fees; and $5,666 represented reimbursement for expenses incurredrelated to the sale, which included but was not limited to legal and mailingcosts.   Annual losses generated by theOperating Partnership which were applied against the ILP’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 dispositionfee, has been recorded in the amount of $34,843 as of March 31, 2005.

 

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In March 2005, BostonCapital Tax Credit Fund I - Series 9 (the “ILP”) sold its interest in Hernando515, (Ventura Village) Limited to a non-affiliated entity for its assumption ofthe outstanding mortgage balance of $1,458,165 and proceeds to the ILP of$58,327. Of the total ILP proceeds received, $13,882 represented payment ofoutstanding reporting fees due to an affiliate of the ILP.  Of the remaining proceeds, the netdistribution to investors is anticipated to be approximately $17,185.  This represents a per BAC distribution of$0.004.  The total return to the investorwill be distributed based on the number of BACS held by each investor.  The remaining proceeds of $27,260 isanticipated to be paid to BCAMLP or other related entities for fees andexpenses related to the sale and partial reimbursement of amounts payable toaffiliates.  The breakdown of the amountpaid to BCAMLP is as follows:  $3,350represented a fee for overseeing and managing the disposition of the property;$18,243 represents partial reimbursement for outstanding advances and assetmanagement fees; and $5,667 represented reimbursement for expenses incurredrelated to the sale, which included but was not limited to legal and mailing costs.   Annual losses generated by the OperatingPartnership which were applied against the ILP’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 dispositionfee, has been recorded in the amount of $41,095 as of March 31, 2005.

 

In March 2005, BostonCapital Tax Credit Fund I - Series 9 (the “ILP”) sold its interest in HobeSound RRH, Ltd. (Breezewood Village Phase I), to a non-affiliated entity forits assumption of the outstanding mortgage balance of $ 2,725,687 and proceedsto the ILP of $109,027.  Of the total ILPproceeds received, $7,188 represented payment of outstanding reporting fees dueto an affiliate of the ILP.  Of theremaining proceeds, the net distribution to investors is anticipated to beapproximately $39,961.  This represents aper BAC distribution of $0.010.  Thetotal return to the investor will be distributed based on the number of BACSheld by each investor.  The remainingproceeds of $61,878 is anticipated to be paid to BCAMLP or other relatedentities for fees and expenses related to the sale and partial reimbursement ofamounts payable to affiliates.  Thebreakdown of the amount paid to BCAMLP is as follows:  $3,350 represented a fee for overseeing andmanaging the disposition of the property; $52,861 represents partialreimbursement for outstanding advances and asset management fees; and $5,667represented reimbursement for expenses incurred related to the sale, whichincluded but was not limited to legal and mailing costs.   Annual losses generated by the OperatingPartnership which were applied against the ILP’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 dispositionfee, has been recorded in the amount of $98,489 as of March 31, 2005.

 

In March 2005, BostonCapital Tax Credit Fund I - Series 9 (the “ILP”) sold its interest in QuailHollow RRH, Ltd., (Quail Hollow Apts.) to a non-affiliated entity for itsassumption of the outstanding mortgage balance of $1,439,422 and proceeds tothe ILP of $57,577. Of the total ILP proceeds received, $2,198 representedpayment of outstanding reporting fees due to an affiliate of the ILP.  Of the remaining proceeds, the netdistribution to investors is anticipated to be approximately $16,848.  This represents a per BAC distribution of$0.004.

 

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The total return to theinvestor will be distributed based on the number of BACS held by eachinvestor.  The remaining proceeds of$38,531 is anticipated to be paid to BCAMLP or other related entities for feesand expenses related to the sale and partial reimbursement of amounts payableto affiliates.  The breakdown of the amountpaid to BCAMLP is as follows:  $3,350represented a fee for overseeing and managing the disposition of the property;$29,514 represents partial reimbursement for outstanding advances and assetmanagement fees; and $5,667 represented reimbursement for expenses incurredrelated to the sale, which included but was not limited to legal and mailingcosts.   Annual losses generated by theOperating Partnership which were applied against the ILP’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 dispositionfee, has been recorded in the amount of $52,029 as of March 31, 2005.

 

In March 2005, Boston Capital Tax Credit Fund II -Series 9 (the “ILP”) sold its Investment Limited Partner interest in 438 WarrenStreet LP (Warren Street Lodging House) to the Operating General Partner forhis assumption of the outstanding mortgage balance of $1,143,101 and proceedsto the ILP of $1. The ILP proceeds actually represented a partial payment ofoutstanding reporting fees due to an affiliate of the ILP and as such have notbeen recorded as proceeds from the sale of the Operating Partnership.  Annual losses generated by the OperatingPartnership which were applied against the ILP’s investment in the OperatingPartnership in accordance with the equity method of accounting had previouslyreduced the ILP investment in the Operating Partnership to zero.  Accordingly no gain or loss on the sale ofthe Investment Limited Partner Interest has been recorded.

 

(Series 10).  As of March 31, 2005 and 2004, the averageQualified Occupancy for the series was 99.9%. The series had a total of 42properties at March 31, 2005, of which 41 were at 100% qualified occupancy.

 

For the tax years endedDecember 31, 2004 and 2003 the series, in total, generated $1,343,047 and$1,787,970, respectively, in passive income tax losses that were passed throughto the investors, and also provided $.02 and $.04, respectively, in tax creditsper BAC to the investors.

 

As of March 31, 2005 and2004, the Investments in Operating Partnerships for Series 10 was $1,385,537and $2,287,645, respectively. Investments in Operating Partnerships was affected by the way thePartnership accounts for such investments, the equity method.  By using the equity method the

 

Partnership adjusts itsinvestment cost for its share of each Operating Partnership’s results ofoperations and for any distributions received or accrued.

 

For the period endedDecember 31, 2004 and 2003, Series 10 reflects net loss from OperatingPartnerships of $(2,187,187) and $(1,638,137), respectively, which includesdepreciation and amortization of $2,766,775 and $2,495,749, respectively.

 

Chuckatuck Square(Chuckatuck Square), a 42-unit complex located in Suffolk, Virginia, operatedbelow breakeven in 2004 due to fluctuating occupancy.  Occupancy averaged 86.1% in 2004, but hadincreased to 90.5% by year end.

 

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Occupancy continued toimprove through the first quarter of 2005 and averaged 98.4%.  The property suffered due to poor on-sitemanagement.  Both the regional andon-site manager were replaced in 2004.  Amore experienced regional manager from within the management company has beenassigned to this property.  The regionalmanager visits the property once a week to assist the new on-site manager.  Management is working with the manager tocontrol operating expenses and stabilize occupancy. This property will continueto be monitored on a monthly basis until it is able to reduce operatingexpenses and generate cash.

 

Lawton Apartments CompanyLimited Partnership (Village Commons) is a 58-unit, family property located inLawton, MI. This property has historically had low occupancy, which hasresulted in negative cash flow and delinquent taxes for the property. Averagephysical occupancy through the first quarter of 2005 is 58%.  Low occupancy is attributed to deferredmaintenance issues and lack of employment in Lawton, combined with a high levelof affordable housing in the surrounding area. The management company projectedthat approximately $110,000 is need to make necessary deferred maintenancerepairs.  The Operating General Partnerhas not funded any capital improvements to date.  Because of the declining financial andphysical conditions of this property, the operating reserve, replacementreserve, and tax and insurance escrow have not been properly funded.  The Operating Partnership has been unable tosupport the mortgage payments, which resulted in the payments becoming morethen 12 months delinquent. In May of 2003, Rural Development sent a letter tothe Operating General Partner citing the mortgage delinquencies and startedforeclosure proceedings against the property. The Operating General Partner has appealed the foreclosure actions,which the court will hear in June 2005. If the Operating General Partner is unsuccessful in this appeal theproperty will go to foreclosure before the end of June 2005.

 

A disposition analysisperformed by the Investment General Partner has indicated that the property’scurrent value is less than the current mortgage balance.  Therefore, it is recommended that noadditional capital be invested into the project. The Operating Partnership’scompliance period ended December 31, 2004, therefore, there will be no loss ofcredit or recapture of credits previously taken in the event of foreclosure.

 

Centreville ApartmentsCompany Limited (Wood Hollow Apartments) is a 24-unit, family property locatedin Centreville, MI. This property had historically suffered from lowoccupancy.  Occupancy averaged 80%through fourth quarter of 2004 and decreased to 75% through in the firstquarter of 2005.  The property alsosuffers from deferred maintenance. To make the necessary repairs, themanagement company has estimated that approximately $80,000 is needed. Becauseof the declining financial and physical conditions of this property, theoperating reserve, replacement reserve, and tax and insurance escrow has notbeen properly funded.  The OperatingPartnership has also not been unable to support debt payments, and the mortgageis now in default.  In May of 2003, RuralDevelopment sent a letter to the Operating General Partner citing the mortgagedelinquencies and initiated foreclosure proceedings. The partnership has gonethrough two court appeals to stop the foreclosure process and both have beendenied. In November 2004, the Operating Partnership filed a suite with theFederal District court to contest the foreclosure proceedings but it was deniedin April 2005.  The property is currentlyin the redemption period of foreclosure. A disposition analysis performed by the Investment General Partner hasindicated that the property’s

 

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current value is lessthan the current mortgage balance. Therefore, it is recommended that no additional capital be invested intothe project. The Operating Partnership’s compliance period ended December 31,2004, therefore, there will be no loss of credit or recapture of creditspreviously taken in the event of foreclosure.

 

Stockton Estates LimitedPartnership (Stockton Estates), located in Stockton, Missouri, operated belowbreakeven during 2004.  The property was severely damaged in a tornadoduring May 2003 and was uninhabitable through June 2004.  The Operating General Partner rebuilt 12 ofthe 20 units. Construction was completed on June 30, 2004 and lease-up began atthat time.  Occupancy had been steady at92% (11 out of 12 units) until December 2004. A resident flooded her unit by stuffing items into the toilet.  The flooding damaged her unit and the unitnext door.  The units were rehabbed usingthe insurance proceeds.  As a result,occupancy averaged 83% for the first quarter of 2005.  Once repairs were complete, they were able tolease one of the units and were 92% occupied (1 vacant unit) by the end ofMarch 2005.

 

Dallas Apartments II, LP(Campbell Creek Apartments) is an 80-unit property located in Dallas,Georgia.  The property operated belowbreakeven in 2004 and the first quarter of 2005 due to low occupancy.  In late February 2005, new regional and sitemanagers took over the management of the property, and occupancy improved from74% to 79% in the month of March.  Theoccupancy increase has continued due to more effective marketing and outreachefforts and physical improvements to improve curb appeal.  Tenant receivables have also decreased due tomanagement’s aggressive collection efforts. Outstanding vendor payments, over 60 days, remain high, and theInvestment General Partner is discussing with the General Partner theirobligation to fund deficits.  TheInvestment General Partner continues to monitor the property’s improvingperformance and payment of accounts payable. The mortgage, taxes, and insurance are all current.  The compliance period expires on December 31,2005 and the Operating General Partner is considering applying for tax creditsto resyndicate the property.

 

Newnan Apartments II, LP(Pines by the Creek Apartments II) is a 96-unit property located in Newnan,Georgia. Average occupancy in the first quarter of 2005 increased to 96%, upfrom the fourth quarter 2004 average of 92%. Due to the improved occupancy and reduced tenant delinquencies, theproperty operated above breakeven during the first quarter.  The improved occupancy is a result of the newmanagement team’s efforts to stabilize property’s operations.  The Investment General Partner continues tomonitor the improving operations of Pines by the Creek.  The mortgage, taxes, and insurance are allcurrent.  The compliance period for thisproperty will expire on December 31, 2005.

 

Washington HeightsApartments IV is a 24-unit complex located in Bismarck, North Dakota.  Occupancy had fluctuated fromquarter-to-quarter in 2004 with an average occupancy of 85%.  The occupancy improved to 100% in Novemberand December. The low occupancy rate early in 2004 is largely the result ofincreases in new home sales and competition from newer multifamilydevelopments. Management changed the site manager in the third quarter of 2004increased their marketing efforts, offered rent concessions for new residentsand lowered rents to retain existing residents.   Occupancy remains strong in 2005 with anaverage of 91% for the first quarter. The Operating

 

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General Partner continuesto fund the development as needed.  Taxesand payables are kept current.  Thecompliance period for this partnership expired on December 31, 2004.  Due to improved operations, specialdisclosure will no longer be reported on this property.

 

Great Falls PropertiesLimited Partnership****(Melrose LaneApartments) is a 24-unit family development located in Great Falls, SC. Loss ofindustry in the Great Falls area has led to a significant population decline.While average occupancy for 2004 was 90%, and 97% for the first quarter 2005,the property has fallen short of the rent levels underwritten for the site.Despite reasonable operating expenses, Great Falls Properties was unable tofund its operations for the year 2004. This resulted in accrual of a largebalance of property taxes, and the use of replacement reserves to coverexpenses. At year-end 2004, the replacement reserve balance was $595. Theproject has entered a workout plan with RHS to bring the replacement reserveaccount current and borrowed money from RHS to pay property taxes. In October2004, the Operating General Partner re-amortized the mortgage for the property.The proceeds from the re-financing were used to pay off the outstanding loansfrom RHS. There is a portion of the outstanding taxes that still remainsunpaid, and the Operating Partnership is paying the back taxes over a twelvemonth period. The combination of the increased debt service and extra taxpayments caused a further operational burden for the first quarter of 2005.During the first quarter of 2005, the partnership continued to lose money andoperated with a 0.66 debt coverage ratio.

 

In December 2004, BostonCapital Tax Credit Fund II - Series 10 (the “ILP”) negotiated a partial sale ofits ILP interest in Pedcor, Investments 1989-X (Port Crossing Apts.) to theOperating General Partner. In December 2004, 24.99% of the ILP interest wastransferred to the Operating General Partner for proceeds to the ILP of$131,060. In addition, the ILP and the Operating General Partner negotiated aput option regarding the future transfer of the remaining ILP interest.  The sale of remaining ILP interest isexpected to occur in the first quarter of 2006. Upon the exercise of the ILP’s put option, the Operating General Partnerwill assume the Operating Partnership’s outstanding mortgage, which isapproximately $3,049,000.  In addition,the Operating General Partner will pay additional estimated proceeds to the ILPof $489,440 for the remaining interest. Of the total anticipated proceeds from the partial sale and put option,it is estimated that approximately $192,286 will be distributed to theinvestors.  Provided that this is theactual amount distributed, the investor per BAC distributions will be$.079.  The total returned to theinvestors will be distributed based on the number of BACs held by eachinvestor.  The remaining proceeds of$428,214 are anticipated to be paid to BCAMLP for fees and expenses related tothe sale and partial reimbursement of amounts payable to affiliates. Thebreakdown of the amount to be paid to BCAMLP is as follows:  $5,550 represents a fee for overseeing andmanaging the disposition of the property; $12,500 represents a reimbursement ofestimated expenses incurred in connection with the disposition and $410,164represents a partial payment of outstanding Asset Management Fees due toBCAMLP.  The proceeds received as ofDecember 31, 2004 were applied against the Investment Partnership’s remaininginvestment in the Operating Partnership in accordance with the equity method ofaccounting.

 

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The InvestmentPartnership also recorded a loss on the sale of the partial investment in theamount of $61,815 in the quarter ended December 31, 2004.  The loss represented 24.99% of the remaininginvestment balance net of additional expected proceeds.

 

(Series 11).  As of March 31, 2005 and 2004, the averageQualified Occupancy for the series was 100%. The series had a total of 40properties at March 31, 2005, all of which were at 100% qualified occupancy.

 

For the tax years endedDecember 31, 2004 and 2003, the series, in total, generated $1,786,352 and$1,914,062, respectively, in passive income tax losses that were passed throughto the investors, and also provided $.02 and $.06, respectively, in tax creditsper BAC to the investors.

 

As of March 31, 2005 and2004, Investments in Operating Partnerships for Series 11 was $2,754,397 and$3,616,386, respectively.  Investments inOperating Partnerships was affected by the way the Partnership accounts forsuch investments, the equity method.  Byusing the equity method the Partnership adjusts its investment cost for itsshare of each Operating Partnership’s results of operations and for anydistributions received or accrued.

 

For the period endedDecember 31, 2004 and 2003, Series 11 reflects net loss from OperatingPartnerships of $(2,724,398) and $(2,472,394), respectively, which includesdepreciation and amortization of $2,736,035 and $2,789,033, respectively.

 

In September of 2001, theInvestment General Partner became aware that unauthorized distributions inexcess of Rural Development’s (mortgage) allowable limits were made to theOperating General Partner of Aspen Square Limited Partnership (Aspen SquareApartments), Copper Creek Limited Partnership (Copper Creek Apartments) andSierra Springs Limited Partnership (Sierra Springs Apartments). Theseunauthorized distributions have been classified as receivables from theOperating General Partner on the Operating Partnerships audited financialstatements as of December 31, 2003.

 

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 by the misappropriations offunds against the Operating General Partner, the certified public accountantwho performed audits of the properties, a related corporation of the OperatingGeneral Partner who received some of the misappropriated funds, and the former,and current management companies.  On May24, 2004, a Settlement Agreement (the “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 Partnerships.

 

On April 7, 2003, theOperating General Partner was requested to cure all violations of the Amendedand Restated Agreement of Limited Partnership within 30 days, as required underthe agreements.  The Operating General

 

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Partner did not and todate has not cured the violations.  Uponthe expiration of the 30-day cure period, the requests for approval to removethe Operating General Partner were filed with the mortgagor as required underthe loan documents.  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 the InvestmentGeneral Partner. The Investment General Partner and the new Operating GeneralPartner have initiated the process of selling the properties.  Any such sale will occur at the conclusion ofthe 15 year tax credit compliance periods.

 

Coronado Housing (CoronadoHotel Apartments) located in Tucson, Arizona is a 42-unit single room occupancydevelopment with project-based Section 8 rental assistance for all theunits.  The first quarter of 2005 saw adrop in average occupancy to 77%, from the 2004 year-end average of 90%.  Reportedly, a large number of seniorresidents moved out as their leases expired in December 2004 because they wereunhappy with the younger residents that had begun to move in.  These unexpected move-outs, together withevictions, created a large number of vacant units. However, the managementcompany was able to re-lease the vacated units and occupancy was back up to 94%in May.  At the end of 2005, thepermanent mortgage will be fully paid off. This will increase cash flow by $8,000 a month, allowing the property tooperate well above breakeven.  TheInvestment General Partner will continue monitoring the property’s improvingperformance on a quarterly basis.  Themortgage, taxes, and insurance are current. The Operating General Partner guarantee is unlimited in time andamount.  The compliance period expiresDecember 31, 2005.

 

Dallas Apartments II, LP(Campbell Creek Apartments) is an 80-unit property located in Dallas,Georgia.  The property operated belowbreakeven in 2004 and the first quarter of 2005 due to low occupancy.  In late February 2005, new regional and sitemanagers took over the management of the property, and occupancy improved from74% to 79% in the month of March.  Theoccupancy increase has continued due to more effective marketing and outreachefforts and physical improvements to improve curb appeal.  Tenant receivables have also decreased due tomanagement’s aggressive collections efforts. Outstanding vendor payments, over 60 days, remain high, and theInvestment

 

General Partner isdiscussing with the General Partner their obligation to fund deficits.  The Investment General Partner continues tomonitor the property’s improving performance and payment of accountspayable.  The mortgage, taxes, andinsurance are all current.  Thecompliance period expires on December 31, 2005 and the Operating GeneralPartner is considering applying for tax credits to resyndicate the property.

 

Franklin SchoolAssociates (Franklin School Apartments) finished 2004 with a loss of roughly$36,000, which was funded by the Investment General Partner. During the firstquarter of 2005, additional funding by the Investment General Partner totaling$25,667 was required due to lower than expected occupancy. The poor operationsresulted from continuing problems with the local Section 8 Administrator,Opportunities, Inc. in the prompt approval of prospective residents forsubsidized properties. Due to the chronic problems at the agency, the State ofMontana suspended all operations through early April 2005. However, since thelifting of the suspension, five apartments have been leased from a list of over20 prequalified residents. At this point, management expects to be close tofull occupancy by the end of the

 

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second quarter. Themortgage, taxes and insurance are all current. However the loan servicer,Midland Loan Services, put the mortgage in a technical default because theyhave not approved the new manager in writing pending receipt of a signedmanagement agreement. A signed agreement will be forwarded for their review andwritten approval.

 

ElDorado Springs Estates Limited Partnership (El Dorado Springs Estates), locatedin El Dorado Springs, Missouri, operated below breakeven during 2004 due to lowoccupancy, which averaged 85% in 2004. Occupancy has continued to struggle into 2005 and averaged 81% in thefirst quarter.  Management has concernsregarding the on-site manager’s marketing abilities.  The regional manager has been at the propertymore frequently to assist in marketing and leasing the units. Because theproperty is located in an economically depressed area, occupancy will be anongoing concern. The property’s mortgage, taxes and insurance are all current.

 

Newnan Apartments II, LP(Pines by the Creek Apartments II) is a 96-unit property located in Newnan,Georgia. Average occupancy in the first quarter of 2005 increased to 96%, upfrom the fourth quarter 2004 average of 92%. Due to the improved occupancy and reduced tenant delinquencies, theproperty operated above breakeven during the first quarter.  The improved occupancy is a result of the newmanagement team’s efforts to stabilize property’s operations.  The Investment General Partner continues tomonitor the improving operations of Pines by the Creek.  The mortgage, taxes, and insurance are allcurrent.  The compliance period for thisproperty will expire on December 31, 2005.

 

South Fork Heights,Limited (South Fork Heights Apartments), located in South Fork, Colorado is a48 unit, Rural Development-financed, family site.  The property has suffered from low occupancyand high turnover due to its location in a small tourist town in themountains.  The town recently lost two ofits largest employers; a mining company and a sawmill, which resulted in adecrease in the property’s occupancy from 77% in July of 2004 to 73% inDecember 2004.   In 2001, the GeneralPartner passed away and the executor of the estate assumed Operating GeneralPartner duties.  The Investment GeneralPartner is in the process of negotiating the executor’s formal insertion asOperating General Partner with the Investment General Partner receiving exitstrategy amendments in return. Management recently negotiated a 3.6% rent increase from RuralDevelopment effective June 1, 2004. Moreover, plans are being finalized to build a new golf course andhousing development near the property. Management intends to market directly to these employers to generatequalified applicants.

 

Harbour View Group Limited, Limited Partnership (Sandy Pines Manor), islocated in Punta Gorda, Florida.  Theproperty was hit by multiple hurricanes in the late Fall of 2004 resulting inthe total loss of habitability to all 44 residential units. Due to the massiveamount of insurance claims filed in this area, payment processing has beendelayed. The Operating General Partner is currently finalizing negotiationswith the insurance carrier for final payment in order to re-build thedevelopment.  Several general contractorshave been contacted and asked to submit bids. Construction is scheduled tocommence in February or March of 2005. The compliance period ended in 2004.

 

RPI Limited Partnership#18 (Osage Place) is a 38-unit, Rural Development subsidized senior propertylocated in Arkansas City, KS.  Theproperty had historically suffered from low occupancy and operating cashdeficits.  The

 

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average occupancy for2004 was 76%. However, the operations improved greatly in 2004 and the propertyhad average occupancy of 92% through the first quarter of 2005.  The property generated cash and was able tofund all required reserves. The mortgage, real estate taxes and insurance arecurrent.

 

Ivan Woods LDHA LimitedPartnership (Ivan Woods Senior Apartments) is a 90 unit, senior complex locatedin Delta Township, MI. The Operating Partnership operated with averageoccupancy of 90% in 2004.

 

Average occupancy throughthe first quarter of 2005 was 96%. The partnership operated close to breakevenin the first quarter of 2005.  Thecompliance period expired in 2004 and the Operating General Partner is workingwith the Investment General Partner on an exit strategy.

 

(Series 12).  As of March 31, 2005 and 2004, the averageQualified Occupancy for the series was 99.9%, respectively.  The series had a total of 51 properties atMarch 31, 2005, of which 50 were at 100% qualified occupancy.

 

For the tax years endedDecember 31, 2004 and 2003, the series, in total, generated $2,443,674 and$2,438,779, respectively, in passive income tax losses that were passed throughto the investors, and also provided $.05 and $.28, respectively, in tax creditsper BAC to the investors.

 

As of March 31, 2005 and2004, the Investments in Operating Partnerships for Series 12 was $784,775 and$4,827,072, respectively. Investments in Operating Partnerships was affected bythe way the 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 period endedDecember 31, 2004 and 2003, Series 12 reflects net loss from OperatingPartnerships of $(2,153,399) and $(2,342,559), respectively, which includesdepreciation and amortization of $2,821,757 and $3,468,570, respectively.

 

Franklin House Apts. LP(Franklin House Apts.) was a 21 unit property located in Liberty, MO.  The Investment Partnership receivednotification of mortgage default in 2004 and attempts to sell the property orto get the bank to accept a deed in lieu of foreclosure were unsuccessful.  As all possible options to dispose of theproperty were exhausted, and bringing the properties mortgage current wouldhave required cash infusions by the Investment Partnership, it was determinedthat it was in the best interest of the Investment Partnership to allow themortgage holder to foreclose on the property. A loss on the disposal of the property in the amount of its investmentvalue at the time of the foreclosure of $20,215 has been recorded.  Since the tax credit compliance period forFranklin House Apartment LP expired on December 31, 2002, the InvestmentPartnership will not be subject to any recapture of the tax credits previously taken.

 

In September of 2001, theInvestment General Partner became aware that unauthorized distributions inexcess of Rural Development’s (mortgage) allowable limits were made to theOperating General Partner of Cananche Creek Limited Partnership (Cananche CreekApartments) and Shawnee Ridge Limited Partnership (Shawnee Ridge Apartments).These unauthorized distributions have been classified as receivables from theOperating General Partner on the

 

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Operating Partnershipsaudited financial statements as of December 31, 2003. 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 by the misappropriations offunds against the Operating General Partner, the certified public accountantwho performed audits of the properties, a related corporation of the OperatingGeneral

 

Partner who received someof the misappropriated funds, and the former, and current managementcompanies.  On May 24, 2004, a SettlementAgreement (the “Agreement”) was successfully mediated with all parties named inthe complaint filed in May of 2003. Currently, all legal action has been suspended pending the fulfillmentof the terms of the Agreement.  Under theterms of the Agreement the Estate will provide the Investment General Partnerwith quarterly accounting records, and if funds are available, make payments tothe Investment General Partner against amounts owed to the Partnerships.   On April 7, 2003, the Operating GeneralPartner was requested to cure all violations of the Amended and RestatedAgreement of Limited Partnership within 30 days, as required under theagreements.  The Operating GeneralPartner did not and to date has not cured the violations.  Upon the expiration of the 30-day cureperiod, the requests for approval to remove the Operating General Partner werefiled with the mortgagor as required under the loan documents.  On April 9, 2004, the proposed removal of theOperating General Partner was approved by the mortgagor. The new OperatingGeneral Partner is an entity related to the Investment General Partner. TheInvestment General Partner and the new Operating General Partner have initiatedthe process of selling the properties. Any such sale will occur at the conclusion of the 15 year tax creditcompliance periods.

 

Union Baptist Plaza,Limited Partnership (Union Baptist Plaza Apartments), located in Springfield,Illinois, suffers from below breakeven operations due to high operatingexpenses and a high interest rate on the first mortgage debt.  The property has a history of highoccupancy.  However, high operatingexpenses particularly taxes and utilities, prevent the property from achievingbreakeven.  Due to the lack of cash flow,the 2002 property taxes became delinquent and accrued in the amount of approximately$22,810 plus interest.  At the end of2004, the lender and Investment General Partner finalized a refinance of thefirst mortgage which resulted in a lower interest rate and a payoff ofoutstanding accounts payable which included the delinquent property taxes.  The refinance has resulted in a stabilizedeconomic condition for the property.  Asof the end of the first quarter of 2005, the property’s average occupancycontinues to reflect a consistent 100% versus the average of 99% for 2004 and96% for 2003.  As a result of increasedstabilized occupancy and the refinance of the first mortgage the property hasbeen able to produce cash flow and fund reserves for replacement.  The Investment General Partner has expressedan interest in buying the property at the end of compliance (January 2006) andcurrently the Investment General Partner is negotiating the terms of a possiblesale.

 

Dallas Apartments II, LP (Campbell Creek Apartments) is an 80-unitproperty located in Dallas, Georgia.  Theproperty operated below breakeven in 2004 and the first quarter of 2005 due tolow occupancy.  In late February 2005,new regional and site managers took over the management of the property, and

 

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occupancy improved from74% to 79% in the month of March.  Theoccupancy increase has continued due to more effective marketing and outreachefforts and physical improvements to improve curb appeal.  Tenant receivables have also decreased due tomanagement’s aggressive collection efforts. Outstanding vendor payments, over 60 days, remain high, and theInvestment General Partner is discussing with the Operating General Partnertheir obligation to fund deficits.  TheInvestment General Partner continues to monitor the property’s improvingperformance and payment of accounts payable. The mortgage, taxes, and insurance are all current.  The compliance period expires on December 31,2005 and the Operating General Partner is considering applying for tax creditsto resyndicate the property.

 

Newnan Apartments II, LP(Pines by the Creek Apartments II) is a 96-unit property located in Newnan,Georgia. Average occupancy in the first quarter of 2005 increased to 96%, upfrom the fourth quarter 2004 average of 92%. Due to the improved occupancy and reduced tenant delinquencies, theproperty operated above breakeven during the first quarter.  The improved occupancy is a result of the newmanagement team’s efforts to stabilize property’s operations.  The Investment General Partner continues tomonitor the improving operations of Pines by the Creek.  The mortgage, taxes, and insurance are allcurrent.  The compliance period for thisproperty will expire on December 31, 2005.

 

Lakeridge Apartments ofEufala, Ltd. (Lakeridge Apts.) is located in Eufala, AL and consists of 30 taxcredit housing units. Eufala, AL is considered to be rural with a stagnanteconomy. State cutbacks have hindered the local housing authority’s ability toissue Section 8 vouchers.  Recentevictions for non-payment of rent, coupled with management’s difficulty findingtenants that do not exceed maximum income guidelines, drove the occupancy ratedown during the first quarter of 2005. Occupancy for the first quarter of 2005 averaged 75%.  As a result, the site continues to operatebelow break even.  Management isincreasing marketing efforts with the hopes of attracting qualified tenants andcontinues to offer rent concessions.

 

Windsor II LimitedPartnership (Windsor Court II), is a 24-unit development located in Windsor,Virginia.  The partnership operated belowbreakeven in 2004 due to low occupancy levels and high operating expenses. Dueto poor performance, the on-site manager was replaced in June 2004.  The new manager has been able to improve the occupancyand occupancy averaged 95% for the first quarter of 2005. The propertycontinues to operate below breakeven due to high operating expenses.

 

As a result of the age ofthe property, there are items of deferred maintenance to be corrected.  The large amount of maintenance work neededto maintain its curb appeal causes the expenses to be very high. The InvestmentGeneral Partner will monitor this deal on a monthly basis until it is able toreduce expenses, and generate cash. Operating deficits are being funded by the General Partner and throughRD-approved withdrawals from the replacement reserve.  The mortgage, taxes and insurance are allcurrent.

 

Springfield HousingAssociates Limited Partnership (Pinewood Apartments) is a 168-unit propertylocated in Springfield, Illinois. The property operated below break-even in2004 and the first quarter of 2005 due to an average occupancy of only 84%.Management reports that the decline in occupancy is primarily due to theincrease in first-time home owners that are taking advantage of low interestrates and State-assisted down payment programs.

 

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Management has improvedtheir marketing effort through use of billboards, bus-boards, newspaper ads,and flyers. They have also created a new staff position dedicated solely tomarketing the property. As a result, occupancy has been increasing monthly to92% in May 2005. Occupancy will continue to be monitored closely untiloperations reach above break-even.

 

Fort Smith HousingAssociates (Yorkshire Townhomes) is a 50 unit property located in Fort Smith,AR.  The property suffers from lowoccupancy and high turnover due to a higher rent structure and increased marketcompetition. The rents have been lowered to attract potential residents,advertising has been increased however traffic in the area has slowed downconsiderably.  Management continues towork hard marketing the property but the lack of qualified tenants in the areahas made it difficult to increase the occupancy.  As of December 2004 the average occupancy was75%. The property had maintained a 72% occupancy for November and December.Occupancy for the first quarter of 2005 averaged 77%. The Manager at theproperty was changed in the first quarter of 2005. The Operating GeneralPartner funds the development for any shortfalls.  The property mortgage, taxes and insuranceare all current.  A former resident hasfiled a lawsuit naming Yorkshire Townhomes and owners regarding a claim ofcivil rights violation.  The Plaintiffhas demanded a trial by jury, which is expected to be heard in the secondquarter of 2005.

 

Brandywood LimitedPartnership I (Brandywood Apts.) is a 54-unit complex located in Oak Creek,Wisconsin.  Occupancy through for thefirst quarter of 2005 was 70%. Occupancy at the property had droppedconsiderably from the previous quarter, which was 75%. By the end of May,occupancy was 72% with two units leased and two move-out notices for a netprojected occupancy of 72%.  Traffic isimproving and the management agent is confident that occupancy will greatlyimprove.  The recent move-outs are aresult of management enforcing the rules regarding rent collections andevictions.  The property is currentlyoffering one month free rent and a $300 resident referral fee.   Pinnacle Management Services, began managingthe property in May 2004.  In an effortto improve operations, the Operating General Partner transferred management toAffiliated Management Group on April 1, 2005. Affiliated Management Group has extensive experience with the market insoutheast Wisconsin and troubled properties. Operations are below breakeven due to high vacancy loss, utilitiesexpense, and bad debts expense. The mortgage, taxes and insurance arecurrent.  The Operating General Partneradvanced approximately $26,000 in April 2005 for operating cash deficits.

 

In October 2004, whileattempting to capitalize on the strong California real estate market, theOperating General Partner of California Investors VII (Summit Ridge Apartments/LonghornPavilion) entered into an agreement to sell the property and the transactionclosed in the first quarter of 2005.  Aspart of the purchase agreement, the buyer is required to maintain the propertyas affordable housing through the end of the tax credit compliance period, andto provide a recapture bond to avoid the recapture of the tax credits that havebeen taken.  The estimated proceeds tothe ILPs Boston Capital Tax Credit Fund II-Series 12 and Series 14 (BCTC II)and Boston Capital Tax Credit Fund III-Series 15 and Series 17 (BCTC III)received in the first quarter 2005 are $919,920, $312,959, $1,459,511, and$1,346,025, for Series 12, Series 14, Series 15, and Series 17,respectively.  Of the total expected tobe received, $211,638 is for payment of outstanding reporting fees due to anaffiliate of the Investment Partnership, $183,283 is

 

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a reimbursement of fundspreviously advanced to the Operating Partnership by affiliates of the InvestmentPartnership and $3,643,494 is the estimated proceeds from the sale of the ILP’sinterests.  Of the estimated proceeds, itis expected that $700,257, $235,742, $1,074,778, and $989,026, for Series 12,Series 14, Series 15, and Series 17, respectively, will be distributed to theinvestors.  Provided this is the actualamount distributed, this represented a per BAC distribution of $.236, $.042,$.278, and $.198, for Series 12, Series 14, Series 15, and Series 17, respectively.  The remaining estimated proceeds of $643,691are anticipated to be paid to BCAMLP for fees and expenses related to the saleand partial reimbursement for amounts owed to affiliates.  The breakdown of amounts expected to be paidto BCAMLP is as follows: $51,250 for overseeing and managing the disposition ofthe property; $88,274 represents a reimbursement of estimated expenses incurredin connection with the disposition; $504,167 represents a partial payment ofoutstanding Asset Management Fees due to BCAMLP.  Accordingly, losses on the sale of theproperty were recorded by Series 12, Series 14, Series 15 and Series 17 of$2,113,352, $690,791, $3,046,179 and $2,791,520, respectively.  The losses recorded represented the proceedsreceived by the ILP, net of their remaining investment balance, unreimbursedadvances to the Operating Partnership and their share of the disposition fee.

 

(Series 14).  As of March 31, 2005 and 2004, the averageQualified Occupancy for the series was 99.9%, respectively.  The series had a total of 93 properties atMarch 31, 2005, of which 91 were at 100% qualified occupancy.

 

For the tax years endedDecember 31, 2004 and 2003, the series, in total, generated $3,887,274 and$3,761,878, respectively, in passive income tax losses that were passed throughto the investors, and also provided $.05 and $.17, respectively, in tax creditsper BAC to the investors.

 

As of March 31, 2005 and2004, the Investments in Operating Partnerships for Series 14 was $2,011,593and $5,940,014, 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 period endedDecember 31, 2004 and 2003, Series 14 reflects net loss from OperatingPartnerships of $(3,219,482) and $(4,523,770), respectively, which includesdepreciation and amortization of $5,174,431 and $6,262,285 respectively.

 

Series 14 has invested in 4 Operating Partnerships (the “CalhounPartnerships”) in which the Operating General Partner initially was RiemerCalhoun, Jr. or an entity, which was affiliated with or controlled byRiemer Calhoun (the “Riemer Calhoun Group”). The Operating Partnerships are Blanchard Senior Apartments, ColoradoCity Seniors, Cottonwood Apts. II A LP and Hughes Springs Seniors Apts.ALP.   The affordable housing propertiesowned by the Calhoun Partnerships are located in Louisiana or Texas and consistof approximately 104 apartment units in total. The low income housing tax credit available annually to Series 14 fromthe Calhoun Partnerships is approximately $117,109, which is approximately 4%of the total annual tax credit available to investors in Series 14.

 

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In the summer of 2002, the US Attorney for theWestern District of Louisiana notified the Investment General Partner that theRiemer Calhoun group was under investigation by several federal agencies forthe alleged manipulation of property cost certifications.  In early 2003, the Investment General Partnerlearned that the US Attorney intended to bring criminal charges against certainmembers of the Riemer Calhoun group for falsifying the certified cost basisupon which the Louisiana Housing Finance Agency determined the tax creditcalculation with respect to approximately 40 Operating Partnerships in whichSeries 14 is not an investor.  TheInvestment General Partner used these certifications in determining the taxcredits investors would receive through their investment in the CalhounPartnerships.  In effect, it appears thatthe contractor that built the apartment properties (an affiliate of Mr. Calhoun’s)overbilled the respective Operating Partnerships, thereby improperly inflatingthe cost certification and the amount of tax credit generated.

 

Inlate March 2003, Reimer Calhoun, Jr. pleaded guilty to charges of wire fraudand conspiracy to commit equity skimming. At that time, the Investment General Partner obtained $1,282,202,currently held in escrow, from Reimer Calhoun for the purpose of offsetting anypotential losses to tax credits caused by Mr. Calhoun’s fraud.

 

OnSeptember 25, 2003, judgment in a criminal case was entered against ReimerCalhoun, Jr. and TF Management, Inc.  OnCount 1, alleging wire fraud, Reimer Calhoun, Jr. was sentenced to 60 months inthe custody of the United States Bureau of Prisons.  On Count 2, Mr. Calhoun received a concurrent60 month sentence.  Mr. Calhoun’s prisonsentence began on October 13, 2003.  Mr.Calhoun was further fined $500,000 and ordered to pay restitution of $4,363,683to various parties.  The amount ofrestitution ordered paid to the Investment General Partner was $1,559,723.  This amount includes the monies previouslypaid by Mr. Calhoun. The additional $277,521 was received in December 2003.

 

TheInvestment General Partner has cooperated fully with the US Attorney in theinvestigation, and there has been no suggestion of any wrongdoing on the partof it or any of its affiliates.

 

In 2003, the InternalRevenue Service commenced an audit of the Calhoun partnerships in order tofinally determine the amount of overstated tax credits.  The Investment General Partner has reached aresolution with the IRS whereby the adjustments to tax credits will be madeonly for the tax years 2004 and thereafter in order to avoid amending taxreturns already filed for the years 2001, 2002 and 2003.  Final Closing Agreements have now beenentered into with the IRS for each of the partnerships. At this point, theInvestment Partnerships have incurred substantial legal and accounting costsbased upon Mr. Calhoun’s fraud. It is further anticipated that the $1,559,723will be sufficient to fully protect the investors and provide restitution tothe Investment Partnerships affected.

 

Withrespect to each of the Calhoun Partnerships where either (a) Reimer Calhoun’scontrolling interest in the Operating General Partner has been assigned toMurray Calhoun the son of Reimer Calhoun or (b) in some cases the OperatingGeneral Partner entity itself has been replaced with a new entity controlled byMurray Calhoun and in which Reimer Calhoun has no interest.

 

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MurrayCalhoun is the principal of Calhoun Property Management, L.L.C., which hasprovided property level management services for the apartment properties ownedby the Calhoun Partnerships.  MurrayCalhoun also cooperated fully with the criminal investigation of his father,and the Investment General Partner and its affiliates have confirmed directlywith the US Attorney that no evidence was found of any wrongdoing on the partof Murray Calhoun.

 

MurrayCalhoun and the Investment General Partner and its affiliates have allundertaken discussions with the Rural Housing Service of the U.S. Department ofAgriculture, in its capacity as first mortgage lender for each of the CalhounPartnerships, to make sure that all of the mortgage loans are and will continueto be in good standing notwithstanding the overstated credit and the criminalprosecution resulting therefrom.  RHS hasalso indicated that it will consent to the replacement of general partnersnoted above.

 

Inaddition, Murray Calhoun and the Investment General Partner and its affiliateshave entered into agreements which (a) cause Murray Calhoun to guaranteeperformance of all of the obligations to limited partners previously guaranteedby Reimer Calhoun, (b) tighten up the consent rights of the Investment GeneralPartner in connection with changing general partners, management agents andpartnership accountants, and (c) clarify the rights of the Investement GeneralPartner to remove a general partner in the future in the event of certainspecified events.

 

Finally,the Investment General Partner and its affiliates are reviewing their businessdealings with the Calhoun Partnerships in general to attempt to determine ifany other irregularities have occurred.

 

Summer Lane LimitedPartnership (Summer Lane Apartments) is a 24 unit, family complex located inSantee, SC.  In the first quarter of2003, the Operating General Partner applied through Rural Development torestructure the mortgage to reduce monthly mortgage payments and bringing theReplacement Reserve account current. After nearly two years of negotiations, the plan was approved and themortgage is scheduled to be re-amortized in the first quarter of 2005.  Once the re-amortization is complete, RuralDevelopment will work towards clearing up the Replacement Reserve account andbringing it current.  The monthlymortgage payment will be reduced by approximately $2,000.   The average occupancy for the fourth quarterwas 100%, with year to date occupancy of 91.33%.  The property has shown six months ofbreakeven operations.  Once the mortgagere-amortization is finalized the property will further strengthen operations,and pay off overdue accounts payable. The Operating General Partner’s operating deficit guarantee is unlimitedin time and amount.

 

Woodfield Commons LimitedPartnership (Woodfield Commons Apartments) is a 46 unit development located inMarshfield, WI.  The property operatedwith an average occupancy of 87% for the year 2004. Based on the most recentinformation, average occupancy has declined to to 78%. The operating expensescontinue to stay below the state average. The low rental rates in the area,combined with the declining occupancy prevented the property from achievingbreakeven operations through the first quarter of 2005.  The management agent continues to market theavailable units by working closely with the housing authority and uses variousmarketing efforts to attract qualified residents. The Operating General Partnerhad historically supported the property through loans to the partnership andthe deferral of management fees.  Thegeneral

 

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partner has recentlystated they will no longer support this property. Additionally the monthlymortgage payment to (GMAC) Commercial Mortgage Corporation will be reduced tocash flow payments. As of January 1,2005 the loan was in default. The property’scompliance period ends in 2005.  Thispartnership has been transferred to a Special Assets Group and consultant hasbeen assigned to work with the Operating General Partner and the Lender toinsure the property remains in compliance thru the compliance period.

 

Wynnewood VillageApartments (Wynnewood Village Apartments, Ltd. is a 16-unit property forfamilies located in Wynnewood, OK.  Wynnewoodis a small town (pop. 2,367) where population and employment opportunities havebeen consistently declining in recent years. Because of the weak local economy, finding qualified residents isdifficult.  Average occupancy in thefirst quarter of 2005 was 75%.  Toincrease occupancy, the partnership requested additional project-based rentalassistance, but this request was denied by USDA-Rural Development.  The management company advertises in localpublications and requests referrals from local agencies.  The Investment General Partner will continueto monitor the operations of this partnership. All taxes, mortgage and insurance payments are current and the OperatingGeneral Partner funds all operating deficits.

 

Montague Place, LP(Montague Place Apartments) is a 28-unit, family complex located in Caro,MI.  The Operating Partnership suffersfrom inadequate rental assistance. Despite diligent efforts to attract new tenants, property management hasconsistently been unable to rent all 8 of the property’s unsubsidizedunits.  It is the opinion of the propertymanager that steady-state occupancy at this property is 3-5 units below fullcapacity.  History bears this out.  Q1 2005 occupancy ranged from 82-86% (4-5vacancies).  Audited financial statementsshow that despite less than full occupancy throughout he year, the property wasable generate a small amount of cash.

 

Kilmarnock LimitedPartnership (Indian Creek Apts.) is a 20-unit development located inKilmarnock, Virginia.  The propertygenerated a small amount of cash in 2004, due to a workout plan with RuralDevelopment.  Average occupancy was 86.6%in 2004. Occupancy has continued to struggle into 2005 and averaged 77% throughthe first quarter.  The property islocated in a very rural area and the property suffers from lack of qualifiedapplicants and rental assistance.  TheInvestment General Partner will continue to monitor this deal on a monthlybasis.

 

The Operating GeneralPartner of Schroon Lake Housing Redevelopment Company (Lakeside Manor Apts.)has negotiated a sale of its General Partner interest, which was completed in August 2003.  In addition to the transfer of OperatingGeneral Partner interest, an exit strategy has been put in place that willallow for the sale of the Investment Limited Partner interest to the new

 

Operating General Partnerat the end of the 15-year tax credit compliance period, which expires inDecember 2006.  The proceeds to theInvestment Partnership are $14,318.

 

Townview Apartments, aLimited Partnership (Townview Apartments) is a 26 unit property located in St.Mary’s, Pennsylvania. The key issues affecting the property’s operations arerent levels and decreased occupancy. Due to low occupancy the propertycontinues to operate below breakeven in 2005. The site’s occupancy continues tostruggle against the competition in the area.

 

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There are a number of HUDproperties in the area that offer lower rent. A new site manager has sincetaken over at the property and is working diligently on returning occupancy toa level that will allow the property to breakeven. Through the first quarter,the property is operating with an average occupancy of 83%. The propertyreceived a rent increase of $12 per unit in 2004; however the property isoperating below breakeven through the first quarter of 2005 as a result ofdecreased occupancy. The Investment General Partner will continue to monitoroperations at this property.

 

Franklin Vista III, LP,(Franklin Vista III Apartments) is a 28 unit development located in Las Cruces,NM.  On May 29, 2004 the propertysuffered a serious fire which destroyed two buildings and a total of 12units.  All of these units remainoffline.  Reconstruction of the destroyedunits was delayed by pending changes to the Dona Ana County buildingcodes.  On May 11, 2005 a building permitwas issued to the contractor and reconstruction began.  All repairs are scheduled to be complete andthe units placed back online before the end of October 2005.

 

McComb Family LP (PineRidge Apartments) is a 32 unit development located in McComb, Mississippi. Theproperty cannot break even due to cumbersome debt service payments. Occupancyaveraged 90% during 2004 and increased to 96.8% during the first quarter of2005. Operating expenses for 2004 and the first quarter of 2005 areapproximately $550 below the state average. Upper management instructed thesite manager to severely restrict expenses. Management has not consideredrestructuring the property’s debt.  TheOperating General Partner has been funding operating deficits. The OperatingGeneral Partner, has a total of 27 properties syndicated with affiliates of theInvestment General Partner, the great majority of which are operating well, andhis operating deficit guarantee for McComb Family LP., is unlimited in time andamount.

 

Rainier Manor AssociatesLimited Partnership (Rainier Manor) is a 104-unit development located in Mr.Rainier, MD.  The property experienced afire in a unit on February 13, 2004.  Thefire originated in Unit 215 and was caused by resident carelessness whilecooking in the kitchen.  During theinvestigation drugs were found on the property and the resident has been in arehabilitation center since the date of the incident.  The repairs have been completed and the threeinvoices total $35,615.48.  A secondary loss regarding the toilet valveconnected to the water meter was forwarded to Mitsui, the insurance carrier, onMay 23, 2005 as soon as it came to the Operating General Partner’sattention.  The Adjusters are addressing variations between the lossassessment and invoices before the Proof of Loss is submitted for signature. Noinsurance reimbursement has been received to date.  The Investment General Partner was recentlynotified of the claim and will continue to monitor and provide updates.

 

In October 2004, whileattempting to capitalize on the strong California real estate market, theOperating General Partner of Rosenberg Building Associates (RosenbergApartments) entered into an agreement to sell the property and the transactionclosed in the first quarter of 2005.  Aspart of the purchase agreement, the buyer is required to maintain the propertyas affordable housing through the end of the tax credit compliance period, andto provide a recapture bond to avoid the recapture of the tax credits that havebeen taken. After repayment of the outstanding mortgage balance ofapproximately $1,699,801, and payments of outstanding fees due to the Managingand

 

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Operating GeneralPartners of $61,748 and $173,500 respectively, proceeds to the InvestmentLimited Partners were $1,508,640.  Of theInvestment Limited Partner proceeds received: $120,086 represents re-payment ofoutstanding loans made to the Operating Partnership; and $76,251 representspayment of outstanding investor service fees. The remaining proceeds of $1,312,303 was paid to the Investment LimitedPartnerships, BCTC I Series 4 and Series 6 and BCTC II Series 7 and Series 14,in accordance with their contributions to the Operating Partnership and theterms of the Operating Partnership agreement. The amount paid to each Series is as follows: Series 4 $138,130, Series6 $91,034, Series 7 $318,139 and Series 14 $765,000.  Series 4, Series 6, Series 7 and Series 14will use $43,705, $28,804, $100,662 and $233,948, respectively, of theirproceeds to pay outstanding asset management fees due to an affiliate of theInvestment Partnership. Of the proceeds remaining, it is estimated thatapproximately $94,425, $62,230, $217,477 and $531,052, for Series 4, Series 6,Series 7, and Series 14, respectively, will be distributed to theinvestors.  Provided that this is theactual amount distributed, the investor per BAC distribution will be $.032,$.048, $.210, and $.095, for Series 4, Series 6, Series 7, and Series 14,respectively.  Accordingly, a gain/(loss)on the sale of the Investment Limited Partner Interest of ($645,692),($348,936), $318,139, and $288,349, for Series 4, Series 6, Series 7, andSeries 14, respectively, was realized in the quarter ended March 31, 2005. Theloss recorded represented the proceeds received by the ILP, net of theirremaining investment balance and their share of the disposition fee.

 

In October 2004, whileattempting to capitalize on the strong California real estate market, theOperating General Partner of California Investors VII (Summit RidgeApartments/Longhorn Pavilion) entered into an agreement to sell the propertyand the transaction closed in the first quarter of 2005.  As part of the purchase agreement, the buyeris required to maintain the property as affordable housing through the end ofthe tax credit compliance period, and to provide a recapture bond to avoid therecapture of the tax credits that have been taken.  The estimated proceeds to the ILPs BostonCapital Tax Credit Fund II-Series 12 and Series 14 (BCTC II) and Boston CapitalTax Credit Fund III-Series 15 and Series 17 (BCTC III) received in the firstquarter 2005 are $919,920, $312,959, $1,459,511, and $1,346,025, for Series 12,Series 14, Series 15, and Series 17, respectively.  Of the total expected to be received,$211,638 is for payment of outstanding reporting fees due to an affiliate ofthe Investment Partnership, $183,283 is a reimbursement of funds previouslyadvanced to the Operating Partnership by affiliates of the InvestmentPartnership and $3,643,494 is the estimated proceeds from the sale of the ILP’sinterests.  Of the estimated proceeds, itis expected that $700,257, $235,742, $1,074,778, and $989,026, for Series 12,Series 14, Series 15, and Series 17, respectively, will be distributed to theinvestors.  Provided this is the actualamount distributed, this represented a per BAC distribution of $.236, $.042,$.278, and $.198, for Series 12, Series 14, Series 15, and Series 17,respectively.  The remaining estimatedproceeds of $643,691 are anticipated to be paid to BCAMLP for fees and expensesrelated to the sale and partial reimbursement for amounts owed toaffiliates.  The breakdown of amounts expectedto be paid to BCAMLP is as follows: $51,250 for overseeing and managing thedisposition of the property; $88,274 represents a reimbursement of estimatedexpenses incurred in connection with the disposition; $504,167 represents apartial payment of outstanding Asset Management Fees due to BCAMLP.  Accordingly, losses on the sale of theproperty were recorded by Series 12, Series 14, Series 15 and Series 17 of$2,113,352, $690,791, $3,046,179 and $2,791,520, respectively.

 

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The losses recordedrepresented the proceeds received by the ILP, net of their remaining investmentbalance, unreimbursed advances to the Operating Partnership and their share ofthe disposition fee.

 

One Northridge, LTD.,(Northridge Apts.) in Arlington Texas is located between Dallas and Fort Worth.The community consists of 126 units. The property has historically experiencedproblems with high payables, low occupancy, and deferred maintenance. TheOperating General Partner has not provided financial reports since March,2004.   In of June of 2004 the OperatingGeneral Partner entered into a contract for deed to sell the property withoutconsent from the Investment Limited Partner. The Investment Limited Partner hadbeen in discussions with the proposed purchaser of the property, ChandlerWonderly, in an effort to resolve the disputed property transfer.  The Operating General Partner had ceasedcommunications in this matter.  InNovember of 2004, Chandler Wonderly also purchased the note on the property. OnApril 5, 2005, Chandler Wonderly, in his capacity as the lender, foreclosed onthe property.  On May 27, 2005, theInvestment Limited Partner reached an agreement to resolve the dispute withChandler Wonderly. As part of the agreement, the property is to remainaffordable through the remainder of the compliance period and for the periodproscribed by the IRS. An IRS recapture bond was obtained on May 27, 2005through Liberty Mutual and a Low-Income Housing Credit Disposition Bond applicationwas filed with the IRS on June 1, 2005 in accordance with IRS guidelines.  The Investment Partnership did not receiveany proceeds from the sale of the property and the Operating Partnership’sinvestment balance at the time of the property sale was zero.  Accordingly no gain for sale was recorded onthe Partnership’s financial statements.

 

In December 2004, BostonCapital Tax Credit Fund I - Series 2 and Boston Capital Tax Credit Fund II -Series 14 (the “ILPs”) negotiated the sale of their interest in Haven ParkPartners IV to the Operating General Partner. The transaction closed in March of 2005 for the assumption of theoutstanding mortgage balance of approximately $371,700 and estimated proceedsto the ILPs of $780,579 ($298,038 for Series 2 and $482,541 for Series14).  Of the total proceeds received,$553,362 represents a reimbursement of funds previously advanced to theOperating Partnership by affiliates of the ILPs and $4,000 is for payment ofoutstanding reporting fees due to an affiliate of the ILP. Of the remainingproceeds, the net distribution to the investors is anticipated to beapproximately $156,660 ($117,495 for Series 2 and $39,165 for Series 14).   Provided this is the actual amount distributed,this represented a per BAC distribution of $.142 and $.007 for Series 2 and 14,respectively.  The total returned to theinvestors will be distributed based on the number of BACs held by eachinvestor.  The remaining proceeds of$66,557 are anticipated to be paid to BCAMLP for fees and expenses related tothe sale and partial reimbursement for amounts owed to affiliates.  The breakdown of amounts expected to be paidto BCAMLP is as follows: $21,600 for overseeing and managing the disposition ofthe property; $9,000 for reimbursement of estimated expenses incurred inconnection with the disposition; and $35,957 for partial payment of outstandingAsset Management Fees due to BCAMLP.  Accordingly,gains on the sale of the property were recorded by Series 2 and Series 14 of$128,407 and $57,026, respectively.  Thegains recorded represented the proceeds received by the ILP, net of theirremaining investment balance, unreimbursed advances to the OperatingPartnership and their share of the disposition fee.

 

68

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In December 2004, BostonCapital Tax Credit Fund I - Series 2 and Boston Capital Tax Credit Fund II -Series 14 (the “ILPs”) negotiated the sale of their interest in Haven ParkPartners III to the Operating General Partner. The transaction closed in Aprilof 2005 for the assumption of the outstanding mortgage balance of approximately$462,000 and proceeds to the ILPs of $979,310 ($403,912 for Series 2 and$575,398 for Series 14).  Of the totalproceeds received, $608,547 represents a reimbursement of funds previouslyadvanced to the Operating Partnership by affiliates of the ILPs and $8,000 isfor payment of outstanding reporting fees due to an affiliate of the ILPs. Ofthe remaining proceeds, the net distribution to the investors is anticipated tobe approximately $253,710 ($170,747 for Series 2 and $82,963 for Series14).  Provided this is the actual amountdistributed, this represented a per BAC distribution of $.206 and $.015 forSeries 2 and 14, respectively.  The totalreturned to the investors will be distributed based on the number of BACs heldby each investor.  The remaining proceedsof $109,053 are anticipated to be paid to BCAMLP for fees and expenses relatedto the sale and partial reimbursement for amounts owed to affiliates.  The breakdown of amounts expected to be paidto BCAMLP is as follows: $27,000 for overseeing and managing the disposition ofthe property; $9,000 for reimbursement of estimated expenses incurred inconnection with the disposition; and $73,053 for a partial payment ofoutstanding Asset Management Fees due to BCAMLP.

 

In February 2004, BostonCapital Tax Credit Fund I - Series 5 and Boston Capital Tax Credit Fund II -Series 14 negotiated a sale of their Investment Limited Partner interests inHaven Park Partners IV, L.P. (Glenhaven Park) to the Operating General Partner.After repayment of the outstanding mortgage balance of approximately $43,040the proceeds to the ILPs were $28,760. Of the proceeds $6,000 actually was for payment of outstanding reportingfees and $22,760 was proceeds from the sale of the interests.  The total sale proceeds received were used torepay subordinated loans that had been made by Boston Capital Tax Credit FundII-Series 14.  Total outstandingsubordinated loans and advances made by Series 5 and Series 14 exceeded therepayment by $10,742 and $156,940, respectively.  The unpaid loans and advances were writtenoff and included in the loss on the sale of the Operating Partnership forSeries 5 and Series 14 as of March 31, 2004.

 

In February 2004, BostonCapital Tax Credit Fund I - Series 4 and Boston Capital Tax Credit FundII-Series 14 negotiated a transfer of their Investment Limited Partner interestin Haven Park Partners III, A California LP (Glenhaven Park III) to theOperating General Partner for his assumption of the outstanding mortgagebalance of $466,593 and proceeds to the ILP of $715,000.  Of the total received, $4,500 was for paymentof outstanding reporting fees due to an affiliate of the InvestmentPartnership, and $710,500 was proceeds from the sale of the interest.  Of the sale proceeds received $504,941 wasutilized to repay subordinated loans that had been made by the InvestmentPartnership to the Operating Partnership. The remaining sale proceeds were $26,374 and $179,185, for Series 4 andSeries 14, respectively.  Of the proceedsremaining, it is estimated that approximately $5,793 and $39,360, for Series 4and Series 14, respectively, will be distributed to the investors.  Provided that this is the actual amountdistributed, the investor per BAC distribution will be $.002 and $.007, forSeries 4 and Series 14, respectively. The total returned to the investors will be distributed based on thenumber of BACs held by each investor. The remaining balance of $160,406 is anticipated to be paid to BCAMLPfor fees and expenses related to the sale and partial reimbursement of amountspayable

 

69

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to affiliates. Thebreakdown of the amount to be paid to BCAMLP is as follows:  $21,450 represents a fee for overseeing andmanaging the disposition of the property; $9,000 represents a reimbursement ofexpenses incurred which were associated with the disposition and $129,956represents a partial payment of outstanding Asset Management Fees due toBCAMLP.  Annual losses generated by theOperating Partnership, which were applied against the ILP’s investment in theOperating Partnership in accordance with the equity method of accounting, hadpreviously reduced the ILPs investment in the Operating Partnership tozero.  Accordingly, a gain on the sale ofthe Investment Limited Partner Interest of $18,137 and $179,185 for Series 5and Series 14, respectively, was realized in the quarter ended March 31, 2004.

 

70

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Contractual Obligations

 

As of March 31, 2005, thePartnership has the following contractual obligations (payments due by period):

 
| **Obligation**                               | ** ** | **Total** | ** ** | **<1 year** | ** ** | **1-3 years** | ** ** | **3-5 years** | ** ** | **> 5 years** | ** ** |
|----------------------------------------------|------------|-----------|------------|----------------|------------|---------------|------------|---------------|------------|------------------|------------|
| Asset Management  Fees Payable to Affiliates |       | $         | 29,978,145 |           | $          | 29,978,145    | *          | —        |       | —           |       | — |   |
|                                              |            |           |            |                |            |               |            |               |            |                  |            |  |  |

 

----

* Although currently due,Accrued Asset Management Fees will be paid only to the extent that proceedsfrom the sale or refinance of an Operating Partnership become available.

 

Off Balance SheetArrangements

 

None.

 

Principal 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 1 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 Limited 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 Limited Partnership and includes such reduction in equity inloss of investment of limited partnerships.

 

71

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Recent AccountingPronouncements

 

As of March 31, 2004, thepartnership adopted FASB Interpretation No. 46 - Revised (“FIN46R”), “Consolidationof 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 disclose informationabout its relationship with a VIE. A VIE is a legal structure used to conductactivities or hold assets, which must be consolidated by a company if it is theprimary beneficiary because it absorbs the majority of the entity’s expectedlosses, the majority of the expected returns, or both.

 

Based on the guidance ofFIN 46R, the operating limited partnerships in which the partnershipinvests in meet the definition of a VIE. However, management does not consolidate the partnership’s interests inthese VIEs under FIN 46R, as it is not considered to be the primarybeneficiary.  The partnership currentlyrecords the amount of its investment in these partnerships as an asset in thebalance sheets, recognizes its share of partnership income or losses in the statementsof operations, and discloses how it accounts for material types of theseinvestments in the financial statements.

 

The partnership’s balancein investment in operating limited partnerships, plus the risk of recapture oftax credits 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.

 

Exceptions toCertifications

 

The financial statementsare presented as unaudited in the Form 10-K as of March 31, 2005 and 2004 andfor the three years ended March 31, 2005 as the Report of the IndependentRegistered Public Accounting Firm could not be filed within the prescribed timeperiod because the issuer was not able to obtain audit opinions which refer tothe auditing standards of the Public Company Accounting Oversight Board (UnitedStates) (PCAOB) of property partnerships, in which the issuer holdsnoncontrolling limited partner interests. The non-affiliated local operatingpartnership general partners engage the accountants auditing each localoperating partnership.

 

Historically, the audits,and the reports thereon, of the local operating partnerships were performed inaccordance with Generally Accepted Auditing Standards (GAAS).

 

On May 11, 2005 draftguidance was issued by the Public Company Accounting Oversight Board which wasconfirmed on June 24, 2005 by the AICPA Center for Public Company Audit Firms,that clearly establishes the requirement for the audit reports of the operatingpartnerships of a Public Fund to refer to the auditing standards of the PCAOB.

 

The audits of the operatingpartnerships were performed primarily during the months of January and Februaryand refer to Generally Accepted Auditing Standards.  We have all appropriate originally signedopinions from the operating partnerships, however, they do not refer to the auditingstandards of the Public Company Accounting Oversight Board.

 

Our independentregistered public accounting firm has performed an audit of the registrant butcannot issue an opinion in accordance with the standards of the Public CompanyAccounting Oversight Board (United States). Therefore, we are filing our 10-K as “UNAUDITED” as it is without anaudit opinion.

 

72

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| 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 Principle Executive Officer and  Principle 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 Principle Executive Officer and  Principal Financial Officer have concluded that as of the end of the period  covered by this report, the Fund’s disclosure controls and procedures were  adequate and effective in timely alerting them to material information  relating to the Fund required to be included in the Partnership’s periodic  SEC filings. |
|      |                                                                                                                                                                                                           |   |
|      | (b)                                                                                                                                                                                                            | 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, 2005 that materially affected, or are  reasonably likely to materially affect, the Partnership’s internal control  over financial reporting. |

 

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## PARTIII

 
| Item 10. | Directors and Executive  Officers of the Registrant |
|----------|-----------------------------------------------------|
|     |                                                |
|     | (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 56, is co-founder, and since 1974 has been the President and ChiefExecutive Officer of Boston Capital Corporation. As founding CEO of BostonCapital, Mr. Manning’s primary responsibilities include strategic planning,business development and the continued oversight of new opportunities. Inaddition to his responsibilities at Boston Capital Corporation, Mr. Manning isa proactive leader in the multifamily real estate industry. He served in 1990as a member of the Mitchell-Danforth Task Force, which reviewed and suggestedreforms to the Low Income Housing Tax Credit program. He was the foundingPresident of the Affordable Housing Tax Credit Coalition and is a former memberof the board of the National Leased Housing Association. During the 1980s, heserved as a member of the Massachusetts Housing Policy Committee as anappointee of the Governor of Massachusetts. In addition, Mr. Manning hastestified before the U.S. House Ways and Means Committee and the U.S. SenateFinance Committee on the critical role of the private sector in the success ofthe Low Income Housing Tax Credit. In 1996, President Clinton appointed him tothe President’s Advisory Committee on the Arts at the John F. Kennedy Centerfor the Performing Arts. In 1998, President Clinton appointed Mr. Manning tothe President’s Export Council, the premiere committee comprised of majorcorporate CEOs that advise the President on matters of foreign trade andcommerce. In 2003, he was appointed by Boston Mayor Tom Menino to the MayorsAdvisory Panel on Housing. Mr. Manning sits on the Board of Directors of theJohn F. Kennedy Presidential Library in Boston where he serves as Chairman ofthe Distinguished Visitors Program. He also on the Board of Directors of theBeth Israel Deaconess Medical Center in Boston. Mr. Manning is a graduate ofBoston 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.

 

**Richard J. DeAgazio,**age60, has been the Executive Vice President of Boston Capital Corporation, andPresident of Boston Capital Securities, Inc., Boston Capital’s NASD registeredbroker/dealer since 1981. Mr. DeAgazio formerly served on the national Board ofGovernors of the National Association of Securities Dealers (NASD). He recentlyserved as a member of the National Adjudicatory Council of the NASD. He was theVice Chairman of the NASD’s District 11 Committee, and served as Chairman ofthe NASD’s Statutory Disqualification Subcommittee of the National BusinessConduct Committee. He also served on the NASD State Liaison Committee, theDirect Participation Program Committee and as Chairman of the NominatingCommittee. He is a past President of the Real Estate Securities and SyndicationInstitute and a founder and past President of the National Real EstateInvestment

 

74

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Association, pastPresident of the Real Estate Securities and Syndication Institute(Massachusetts Chapter). Prior to joining Boston Capital in 1981, Mr. DeAgaziowas the Senior Vice President and Director of the Brokerage Division ofDresdner Securities (USA), Inc., an international investment banking firm ownedby four major European banks, and was a Vice President of Burgess&Leith/Advest. He has been a member of the Boston Stock Exchange since1967. He is on the Board of Directors of Cognistar Corporation. He is a leaderin the community and serves on the Board of Trustees for Bunker Hill CommunityCollege, the Business Leaders Council of the Boston Symphony, Board of Trusteesof Junior Achievement of Northern New England, the Board of Advisors for theRon Burton Training Village and is on the Board of Corporators of NortheasternUniversity. He graduated from Northeastern University.

 

**Jeffrey H. Goldstein,**age43, 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 previously servedas the Director of the Asset Management division as well as the head of thedispositions and troubled assets group. Utilizing his 16 years experience inthe real estate syndication and development industry, Mr. Goldstein has beeninstrumental in the diversification and expansion of Boston Capital Corporation’sbusinesses. Prior to joining Boston Capital Corporation in 1990, Mr. Goldsteinwas Manager of Finance for A.J. Lane & Co., where he was responsible forplacing debt on all new construction projects and debt structure for existingapartment properties. Prior to that, he served as Manager for HomeownerFinancial Services, a financial consulting firm for residential and commercialproperties, and worked as an analyst responsible for budgeting and forecastingfor the New York City Council Finance Division. He graduated from theUniversity of Colorado and received his MBA from Northeastern University.

 

**Kevin P. Costello,**age58, 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 Capital Corporationhave involved the management of the Acquisitions Department and the structuringand distribution of conventional and tax credit private placements. Prior tojoining Boston Capital Corporation in 1987, he held positions with FirstWinthrop, Reynolds Securities and Bache & Company. Mr. Costello graduatedfrom Stonehill College and received his MBA with honors from Rutgers’ GraduateSchool of Business Administration.

 

**Marc N. Teal,**age41, has been Chief Financial Officer of Boston Capital Corporation since May2003. 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, its affiliatedentities and all Boston Capital sponsored programs. Additionally, Mr. Teal isresponsible for maintaining all banking and borrowing relationships of BostonCapital Corporation and

 

75

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treasury management ofall working capital reserves.  He alsooversees Boston Capital’s information and technology areas, including thestrategic planning. Prior to joining Boston Capital in 1990, Mr. Teal was aSenior Accountant for Cabot, Cabot & Forbes, a multifaceted real estatecompany, and prior to that was a Senior Accountant for Liberty Real EstateCorp. He received a Bachelor of Science Accountancy from Bentley College and aMasters in Finance from Suffolk University.

 
| (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 Principle Executive Officer and Principle 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)                                                                                                                                                                                                                                                                                                                                                                                     |

 

The Partnership has noofficers or directors.  However, underthe terms of the Amended and Restated Agreement and Certificate of LimitedPartnership of the Partnership, the Partnership has paid or accrued obligationsto the General Partner and its affiliates for the following fees during the2004 fiscal year:

 

76

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An annual partnershipmanagement fee based on .5 percent of the aggregate cost of all Apartment Complexesacquired by the Operating Partnerships, less the amount of certain partnershipmanagement and reporting fees paid or payable by the Operating Partnerships,has been accrued as payable to Boston Capital Asset Management LimitedPartnership.  The annual partnershipmanagement fee accrued during the year ended March 31, 2005, net of paymentsmade, was $1,719,408.  Accrued fees arepayable without interest as sufficient funds become available.

 

The Partnership hasreimbursed or accrued to an affiliate of the General Partner a total of $83,226for amounts charged to operations during the year ended March 31, 2005. Thereimbursement includes, but may not be limited to sale prep fees, postage,printing, travel, and overhead allocations.

 

The Partnership recordedas payable to affiliates of the General Partners a total of $50,175 for amountsadvanced to the Partnership to enable it to make advances to the OperatingPartnerships.  The allocation of thetotal advanced during the year ended March 31, 2005, to three of the six seriesis as follows:  $4,449 to Series 7,$25,747 to Series 11, and $19,978 to Series 12.

 

During the year endedMarch 31, 2005, the partnership paid sales preparation fees to Boston CapitalAsset Management Limited Partnership in connection with the sale of certainoperating limited partnerships.  Duringthe year ended March 31, 2005, the amount paid was $19,975.

 
| Item 12. |   | Security Ownership of  Certain Beneficial Owners and Management                                                                                                                         |
|----------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|     |   |                                                                                                                                                                                    |
| (a)      |   | Security ownership of  certain beneficial owners.                                                                                                                                       |
|     |   |                                                                                                                                                                                    |
|     |   | As of March 31, 2005,  18,679,738 BACs had been issued. The following Series are know to have one  investor with holdings in excess of 5% of the total outstanding BACs in the  series. |

 
| **Series** | ** ** | **% of BACs held** | ** ** |
|------------|------------|--------------------|------------|
| Series 7   |       | —             |       |
| Series 9   |       | 7.28               | %          |
| Series 10  |       | —             |       |
| Series 11  |       | 11.92              | %          |
| Series 12  |       | 6.67               | %          |
| Series 14  |       | —             |       |

 
| (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.

 

77

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There is a provision inthe Limited Partnership Agreement which allows, under certain circumstances,the ability to change control.

 

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

 
| Item 13. | Certain Relationships  and Related Transactions                |
|----------|----------------------------------------------------------------|
|     |                                                           |
|     | (a)  Transactions  with management and others.  |

 

The Partnership has noofficers or directors.  However, underthe terms of the public offering, various kinds of compensation and fees are payableto the General Partner and its Affiliates during the organization and operationof the Partnership.  Additionally, theGeneral Partner will receive distributions from the Partnership if there iscash available for distribution or residual proceeds as defined in thePartnership Agreement.  The amounts andkinds of compensation and fees are described on pages 32 to 33 of 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, 2005.

 
|                                                                         | (b)  Certain  business relationships. |
|------------------------------------------------------------------------------|-------------------------------------------------|
|                                                                         |                                            |
| The  Partnership response to Item 13(a) is incorporated herein by reference. |
|                                                                         |                                            |
|                                                                         | (c)  Indebtedness  of management.     |
|                                                                         |                                            |
| None.                                                                        |
|                                                                         |                                            |
|                                                                         | (d)  Transactions  with promoters.    |
|                                                                         |                                            |
| Not  applicable.                                                             |

 

78

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Item 14.          PrincipleAccountant Fees and Services Fees paid to the Fund’s independent auditors forFiscal year 2004 were comprised of the following:

 
| **Fee Type**        | ** ** | **Ser. 7** | ** ** | **Ser. 9** | ** ** | **Ser.10** | ** ** | **Ser.11** | ** ** | **Ser.12** | ** ** | **Ser.14** | ** ** |
|---------------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|
| Audit Fees          |       | $          | 7,750      |       | $          | 18,770     |       | $          | 17,780     |       | $          | 17,780     |       | $ | 20,900 |   | $ | 40,600 |   |
|                |       |       |       |       |       |       |       |       |       |       |       |       |       |
| Audit Related  Fees |       | 750        |       | 750        |       | 750        |       | 750        |       | 750        |       | 750        |       |
|                |       |       |       |       |       |       |       |       |       |       |       |       |       |
| Tax Fees            |       | 4,010      |       | 10,445     |       | 8,960      |       | 8,300      |       | 10,445     |       | 18,200     |       |
|                |       |       |       |       |       |       |       |       |       |       |       |       |       |
| All Other Fees      |       | —     |       | —     |       | —     |       | —     |       | —     |       | —     |       |
|                |       |       |       |       |       |       |       |       |       |       |       |       |       |
| Total               |       | $          | 12,510     |       | $          | 29,965     |       | $          | 27,490     |       | $          | 26,830     |       | $ | 32,095 |   | $ | 59,550 |   |

 

Fees paid to the Fund’sindependent auditors for Fiscal year 2004 were comprised of the following:

 
| **Fee Type**        | ** ** | **Ser. 7** | ** ** | **Ser. 9** | ** ** | **Ser.10** | ** ** | **Ser.11** | ** ** | **Ser.12** | ** ** | **Ser.14** | ** ** |
|---------------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|
| Audit Fees          |       | $          | 7,450      |       | $          | 18,050     |       | $          | 17,100     |       | $          | 17,100     |       | $ | 20,100 |   | $ | 40,600 |   |
|                |       |       |       |       |       |       |       |       |       |       |       |       |       |
| Audit Related  Fees |       | 350        |       | 350        |       | 350        |       | 350        |       | 350        |       | 350        |       |
|                |       |       |       |       |       |       |       |       |       |       |       |       |       |
| Tax Fees            |       | 3,637      |       | 10,756     |       | 9,257      |       | 8,501      |       | 10,478     |       | 18,363     |       |
|                |       |       |       |       |       |       |       |       |       |       |       |       |       |
| All Other Fees      |       | —     |       | —     |       | —     |       | —     |       | —     |       | —     |       |
|                |       |       |       |       |       |       |       |       |       |       |       |       |       |
| Total               |       | $          | 11,437     |       | $          | 29,156     |       | $          | 26,707     |       | $          | 25,951     |       | $ | 30,928 |   | $ | 59,313 |   |

 

Audit CommitteeThe Fund has no Audit Committee.  Allaudit services and any permitted non-audit services performed by the Fund’sindependent auditors are pre-approved by C&M Management, Inc.

 

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PART IV

 
| Item 15. |   | Exhibits, Financial  Statement Schedules, and Reports on Form 8-K                                                                                                                                  |
|----------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|     |   |                                                                                                                                                                                               |
|     |   | (a) 1 and 2. Financial  Statements and Financial Statement Schedules; Filed herein as Exhibit 13 -  (UNAUDITED)                                                                                    |
|     |   |                                                                                                                                                                                               |
|     |   | Balance Sheets, March 31, 2005 and 2004                                                                                                                                                            |
|     |   |                                                                                                                                                                                               |
|     |   | Statement of Operations, Years ended  March 31, 2005, 2004, and 2003.                                                                                                                              |
|     |   |                                                                                                                                                                                               |
|     |   | Statements of Changes in Partners’  Capital, Years ended March 31, 2005, 2004 and 2003.                                                                                                       |
|     |   |                                                                                                                                                                                               |
|     |   | Statements of Cash Flows, Years ended  March 31, 2005, 2004 and 2003.                                                                                                                              |
|     |   |                                                                                                                                                                                               |
|     |   | Notes  to Financial Statements, March 31, 2005, 2004 and 2003.                                                                                                                                     |
|     |   |                                                                                                                                                                                               |
|     |   | Schedule III - Real Estate and  Accumulated Depreciation                                                                                                                                           |
|     |   |                                                                                                                                                                                               |
|     |   | Notes to Schedule III                                                                                                                                                                              |
|     |   |                                                                                                                                                                                               |
|     |   | 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)  Reports on Form 8-K                                                                                                                                                                           |
|     |   | No  reports on Form 8-K were filed during the year ended March 31, 2005                                                                                                                            |
|     |   |                                                                                                                                                                                               |
|     |   | (c) 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.) |

 

80

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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 - (UNAUDITED)                                                                |
|   |   | a.                                                                                          | Unaudited Financial  Statement of Boston Capital Tax Credit Fund II Limited Partnership, 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 |

 

81

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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 |
|                |   |                                                   |   |
|                |   | By:                                                    | C&M Management  Inc.,  General Partner |
|                |   |                                                   |   |
| Date: July 14, 2005 |   | 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, 2005   |       | /s/ John P. Manning |       | Director, President  (Principal Executive Officer) C&M Management Inc.; Director, President  (Principal Executive Officer) BCTC II Assignor Corp.                                         |
| John P. Manning |
|            |
|            |       |                |       |                                                                                                                                                                                          |
| July 14, 2005   |       | /s/ Marc N. Teal    |       | Chief Financial Officer  (Principle Financial and Accounting Officer), C&M Management Inc.; Chief  Financial Officer (Principle Financial and Accounting Officer) BCTC II  Assignor Corp. |
| Marc N. Teal    |
|            |

 

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