**SECURITIES AND 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 thefiscal year ended March 31, 2002 or**

 

| **o** | **TRANSITION  REPORT PERSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF  1934** |
|-------|-------------------------------------------------------------------------------------------------|

 

**For thetransition period from              to          **

 

**Commissionfile number 0-19443**

 

**BOSTON CAPITAL 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 principal executive offices)**                              |
|                                                                      |
| **617-624-8900**                                                          |
| **(Registrants telephone number, 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 thisForm 10-K or any amendment to this Form 10-K. 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 ANNUALREPORT FOR THE YEAR ENDED MARCH 31, 2001

 

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 Registrant’s Limited Partnership Interests and Related Partnership  Matters |
| Item 6.   | Selected Financial Data |
| Item  7.  | Management’s  Discussion and Analysis of Financial Condition and Results of Operations |
| Item  8.  | Financial  Statements and Supplementary Data |
| Item  9.  | Changes  in and Disagreements with Accountants on Accounting and Financial Disclosure |
|      |   |
| PART  III |
|      |   |
| Item  10. | Directors  and Executive Officers of the Partnership |
| Item 11.  | Executive Compensation |
| Item  12. | Security  Ownership of Certain Beneficial Owners and Management |
| Item  13. | Certain  Relationships and Related Transactions |
|      |   |
| PART IV   |
|      |   |
| Item  14. | Exhibits,  Financial Statement Schedules, and Reports on Form 8-K |
|      | Signatures |

 

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## PARTI

 

Item 1.    Business

 

# Organization

 

Boston Capital Tax Credit Fund II Limited Partnership (the“Partnership”) is a limited partnership formed under the Delaware RevisedUniform Limited Partnership Act as of June 28, 1989. Effective as of June 1,2001 there was a restructuring, and as a result, the Fund’s general partner wasreorganized as follows.  The GeneralPartner of the Fund continues to be Boston Capital Associates II LimitedPartnership, a Delaware limited partnership. The general partner of the General Partner is BCA Associates LimitedPartnership, a Massachusetts limited partnership, whose sole general partner isC&M Management, Inc., a Massachusetts corporation.  John P. Manning is the principal of BostonCapital Partners, Inc. and C&M Management Inc. The limited partner of theGeneral Partner is Capital Investment Holdings, a general partnership whosepartners are certain officers and employees of Boston Capital Partners, Inc.,and its affiliates. The Assignor Limited Partner is BCTC II Assignor Corp., aDelaware corporation which is now wholly–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,as supplemented (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.  EachOperating Partnership in which the Partnership invested owns ApartmentComplexes which are completed, newly-constructed, under construction orrehabilitation, or to-be constructed or rehabilitated, and which are expectedto receive Government Assistance.

 

Each Apartment Complex has qualified for the low–income housingtax credit under Section 42 of the Code (the “Federal Housing Tax Credit”),thereby providing tax benefits over a period of twelve years in the form of taxcredits which investors may use to offset income, subject to certain strictlimitations, from other sources. Certain of the Apartment Complexes also qualified for the historic

 

1

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rehabilitation tax credit under Section 48 of the Code (the“Rehabilitation Tax Credit”).  The FederalHousing Tax Credit and the Government Assistance programs are described onpages 67 to 92 of the Prospectus, as supplemented, under the caption“Government Assistance Programs,” 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 the Partnership hasinvested 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, 2002, the Partnership had invested in a total of 307Operating Partnerships; 14 Operating Partnerships on behalf of Series 7, 54Operating Partnerships on behalf of Series 9, 45 Operating Partnerships onbehalf of Series 10, 40 Operating Partnerships on behalf of Series 11, 53Operating Partnerships on behalf of Series 12, and 101 Operating Partnershipson behalf of Series 14. A description of these Operating Partnerships is setforth in Item 2 herein.

 

The business objectives of the Partnership are to:

 

(1)           preserve and protect thePartnership’s capital;

 

(2)                                 providecurrent tax benefits to Investors in the form of (a) Federal Housing TaxCredits and Rehabilitation Tax Credits, which an Investor may apply, subject tocertain strict limitations, against his federal income tax liability fromactive, portfolio and passive income, and (b) passive losses which an Investormay apply to offset his passive income (if any);

 

(3)                                 providecapital appreciation (except with respect to the Partnership’s investment incertain Non-Profit Operating Partnerships) through increases in value of thePartnership’s investments and, to the extent applicable, equity buildup throughperiodic payments on the mortgage indebtedness with respect to the ApartmentComplexes;

 

(4)                                 Providecash distributions (except with respect to the Partnership’s investment incertain Non-Profit Operating Partnerships) from a Capital Transaction as to thePartnership.  The Operating Partnershipsintend to hold the Apartment Complexes for appreciation in value.  The Operating Partnerships may sell theApartment Complexes after a period of time if financial conditions in thefuture make such sales desirable and if such sales are permitted by governmentrestrictions; and

 

(5)                                 provide,on a current basis and to the extent available, cash distributions from theoperations of the Apartment Complexes (no significant amount of which isanticipated).

 

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 307 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 bytenants with incomes equal to no more than a certain percentage of area medianincome) and the Rent Restriction Test (i.e., gross rent charged tenants doesnot exceed 30% of the applicable income standards) is referred to hereinafteras “Qualified Occupancy.”  Each of theOperating Partnerships and each of the respective Apartment Complexes aredescribed more fully in the Prospectus or applicable Report on Form 8–Kfiled during the past fiscal year.  TheGeneral Partner believes that there is adequate casualty insurance on theproperties.

 

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, 2002

 
| **Property  Name**                               |   | **Location**        |   | **Units** |   | **Mortgage  Balance  As of  12/31/01** |           | **Acq  Date** |   | **Const  Comp** |   | **Qualified  Occupancy  3/31/02** |   | **Cap Con  Paid  Thru  3/31/02** |   |
|--------------------------------------------------|--------|---------------------|--------|-----------|--------|----------------------------------------|----------------|---------------|--------|-----------------|--------|-----------------------------------|--------|----------------------------------|--------|
|                                             |   |                |   |      |   |                                   |           |          |   |            |   |                              |   |                             |   |
| The  Bowditch School  Lodging House         |   | Jamaica  Plain, MA  |   | 50        |   | $                                      |  ,594,613 |          | 12/89  |            | 12/89  |                              | 100    | %                                | $      | 606,390 |   |
|                                             |   |                |   |      |   |                                   |           |          |   |            |   |                              |   |                             |   |
| Briarwood Apartments                             |   | Cameron, MO         |   | 24        |   | 617,506                                |           | 12/89         |   | 12/89           |   | 100                               | %      | 157,254                          |   |
|                                             |   |                |   |      |   |                                   |           |          |   |            |   |                              |   |                             |   |
| Buckner Properties                               |   | Buckner, MO         |   | 24        |   | 613,627                                |           | 12/89         |   | 3/89            |   | 100                               | %      | 146,287                          |   |
|                                             |   |                |   |      |   |                                   |           |          |   |            |   |                              |   |                             |   |
| Creekside Apartments                             |   | Vandergrift, PA     |   | 30        |   | 1,079,680                              |           | 6/89          |   | 9/89            |   | 100                               | %      | 247,790                          |   |
|                                             |   |                |   |      |   |                                   |           |          |   |            |   |                              |   |                             |   |
| Deer Hill II Apartments                          |   | Huntersville, NC    |   | 40        |   | 1,465,255                              |           | 2/90          |   | 5/89            |   | 100                               | %      | 333,370                          |   |
|                                             |   |                |   |      |   |                                   |           |          |   |            |   |                              |   |                             |   |
| Hillandale Commons                               |   | Lithonia, GA        |   | 132       |   | 4,677,372                              |           | 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        |   | 568,199                                |           | 12/89         |   | 7/89            |   | 100                               | %      | 136,440                          |   |
|                                             |   |                |   |      |   |                                   |           |          |   |            |   |                              |   |                             |   |
| Oak Grove Estates                                |   | Oak Grove, MO       |   | 20        |   | 479,763                                |           | 12/89         |   | 9/89            |   | 100                               | %      | 113,188                          |   |
|                                             |   |                |   |      |   |                                   |           |          |   |            |   |                              |   |                             |   |
| Oakview Apartments                               |   | Delta, OH           |   | 38        |   | 1,115,902                              |           | 12/89         |   | 10/89           |   | 100                               | %      | 258,264                          |   |
|                                             |   |                |   |      |   |                                   |           |          |   |            |   |                              |   |                             |   |
| Metropole Apartments                             |   | Miami Beach, FL     |   | 42        |   | 2,063,302                              |           | 12/89         |   | 12/89           |   | 100                               | %      | 694,581                          |   |
|                                             |   |                |   |      |   |                                   |           |          |   |            |   |                              |   |                             |   |
| Rosenberg Apartments                             |   | Santa Rosa, CA      |   | 77        |   |                                   | 1,762,198      |          | 2/90   |            | 1/92   |                              | 100    | %                                |   | 1,943,360 |   |
|                                             |   |                |   |      |   |                                   |           |          |   |            |   |                              |   |                             |   |
| Westwood Square  Apartments                      |   | Moore Head City, NC |   | 36        |   | 1,398,393                              |           | 7/90          |   | 7/90            |   | 100                               | %      | 117,286                          |   |
|                                             |   |                |   |      |   |                                   |           |          |   |            |   |                              |   |                             |   |
| Winfield Properties II                           |   | Winfield, MO        |   | 24        |   | 604,295                                |           | 12/89         |   | 5/89            |   | 100                               | %      | 142,525                          |   |

 

4

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Boston Capital Tax CreditFund II Limited Partnership – Series 9

 

PROPERTY PROFILES AS OFMarch 31, 2002

 
| **Property  Name**          |   | **Location**     |   | **Units** |   | **Mortgage  Balance  As of  12/31/01** |    | **Acq  Date** |   | **Const  Comp** |   | **Qualified  Occupancy  3/31/02** |   | **Cap Con  Paid  Thru  3/31/02** |   |
|-----------------------------|--------|------------------|--------|-----------|--------|----------------------------------------|---------|---------------|--------|-----------------|--------|-----------------------------------|--------|----------------------------------|--------|
|                        |   |             |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Azalea Village  Apartments  |   | Crawford, GA     |   | 24        |   | $                                      | 634,662 |          | 5/90   |            | 5/90   |                              | 100    | %                                | $      | 143,206 |   |
|                        |   |             |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Beaver  Brook Commons  |   | Pelham, NH       |   | 24        |   | 1,172,556                              |    | 4/90          |   | 5/90            |   | 91                                | %      | 290,403                          |   |
|                        |   |             |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Bent Creek Apartments  II   |   | Crest View, FL   |   | 24        |   | 702,406                                |    | 6/90          |   | 5/90            |   | 100                               | %      | 164,534                          |   |
|                        |   |             |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Big Lake Seniors            |   | Big Lake, TX     |   | 20        |   | 552,504                                |    | 4/94          |   | 6/95            |   | 100                               | %      | 145,660                          |   |
|                        |   |             |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Blanco Senior Apts.         |   | Blanco, TX       |   | 20        |   | 513,765                                |    | 12/93         |   | 9/94            |   | 100                               | %      | 98,561                           |   |
|                        |   |             |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Breezewood Village  Phase I |   | Kissimmee, FL    |   | 86        |   | 2,763,846                              |    | 4/90          |   | 4/90            |   | 100                               | %      | 831,650                          |   |
|                        |   |             |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Breezewood Village II       |   | Kissimmee, FL    |   | 42        |   | 1,416,584                              |    | 5/90          |   | 5/90            |   | 100                               | %      | 416,268                          |   |
|                        |   |             |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Cambridge Manor             |   | Madison, FL      |   | 36        |   | 1,122,781                              |    | 4/90          |   | 1/90            |   | 100                               | %      | 268,523                          |   |
|                        |   |             |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Corinth Senior Housing      |   | Corinth, NY      |   | 40        |   | 1,475,406                              |    | 4/90          |   | 2/90            |   | 100                               | %      | 384,000                          |   |
|                        |   |             |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Cotton Mill Apartments      |   | Stuart, VA       |   | 40        |   | 1,460,336                              |    | 10/92         |   | 7/93            |   | 100                               | %      | 271,351                          |   |
|                        |   |             |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Country Hill Apts.          |   | Cedar Rapids, IA |   | 166       |   | 4,363,886                              |    | 4/90          |   | 6/90            |   | 100                               | %      | 3,471,607                        |   |
|                        |   |             |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Country Lane Apts.          |   | Blakely, GA      |   | 32        |   | 1,019,050                              |    | 5/90          |   | 5/90            |   | 100                               | %      | 211,916                          |   |
|                             |        |                  |        |           |        |                                        |         |               |        |                 |        |                                   |        |                                  |        |  |  |

 

5

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| **Property  Name**              |   | **Location**    |   | **Units** |   | **Mortgage  Balance  As of  12/31/01** |      | **Acq  Date** |   | **Const  Comp** |   | **Qualified  Occupancy  3/31/02** |   | **Cap Con  Paid  Thru  3/31/02** |   |
|---------------------------------|--------|-----------------|--------|-----------|--------|----------------------------------------|-----------|---------------|--------|-----------------|--------|-----------------------------------|--------|----------------------------------|--------|
| Fawn River Apartments           |   | Sturgis, MI     |   | 100       |   | $                                      | 3,666,592 |          | 10/90  |            | 10/90  |                              | 98     | %                                | $      | 971,446 |   |
|                            |   |            |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Garden Lake Apartments          |   | Immokalee, FL   |   | 65        |   | 2,174,436                              |      | 5/90          |   | 5/90            |   | 100                               | %      | 577,529                          |   |
|                            |   |            |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Glenwood Hotel                  |   | Porterville, CA |   | 36        |   | 700,187                                |      | 6/90          |   | 6/90            |   | 100                               | %      | 383,100                          |   |
|                            |   |            |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Grand  Princess Manor      |   | St. Croix, USVI |   | 24        |   | 1,479,503                              |      | 6/90          |   | 8/90            |   | 100                               | %      | 374,766                          |   |
|                            |   |            |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Grand  Princess Villa      |   | St. Croix, USVI |   | 24        |   | 1,478,516                              |      | 6/90          |   | 8/90            |   | 100                               | %      | 276,203                          |   |
|                            |   |            |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Greenwich  Senior Housing  |   | Greenwich, NY   |   | 36        |   | 1,468,638                              |      | 4/90          |   | 2/90            |   | 97                                | %      | 340,000                          |   |
|                            |   |            |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Grifton Manor Apts.             |   | Grifton, NC     |   | 40        |   | 1,235,640                              |      | 9/93          |   | 2/94            |   | 100                               | %      | 261,645                          |   |
|                            |   |            |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Hacienda  Villa Apartments |   | Firebaugh, CA   |   | 120       |   | 3,728,188                              |      | 4/90          |   | 1/90            |   | 100                               |   | 1,343,294                        |   |
|                            |   |            |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Haines City Apartments          |   | Haines City, FL |   | 46        |   | 1,424,546                              |      | 4/90          |   | 2/90            |   | 100                               | %      | 339,465                          |   |
|                            |   |            |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Hamlet Square                   |   | Newfane, NY     |   | 24        |   | 949,582                                |      | 10/92         |   | 9/92            |   | 95                                | %      | 193,830                          |   |
|                            |   |            |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Hill St. Commons                |   | South Paris, ME |   | 25        |   | 1,474,087                              |      | 11/92         |   | 10/92           |   | 100                               | %      | 301,064                          |   |
|                            |   |            |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Kristin Park Apartments         |   | Las Vegas, NV   |   | 44        |   | 1,378,316                              |      | 3/90          |   | 6/90            |   | 100                               | %      | 313,200                          |   |
|                                 |        |                 |        |           |        |                                        |           |               |        |                 |        |                                   |        |                                  |        |  |  |

 

6

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| **Property  Name**                 |   | **Location**     |   | **Units** |   | **Mortgage  Balance  As of  12/31/01** |      | **Acq  Date** |   | **Const  Comp** |   | **Qualified  Occupancy  3/31/02** |   | **Cap Con  Paid  Thru  3/31/02** |   |
|------------------------------------|--------|------------------|--------|-----------|--------|----------------------------------------|-----------|---------------|--------|-----------------|--------|-----------------------------------|--------|----------------------------------|--------|
|                               |   |             |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Le Grand Apts.                     |   | Le Grand, CA     |   | 34        |   | $                                      | 1,719,474 |          | 11/92  |            | 10/93  |                              | 100    | %                                | $      | 419,011 |   |
|                               |   |             |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Longmeadow Apartments              |   | Skowhegan, ME    |   | 28        |   | 1,467,830                              |      | 8/90          |   | 8/90            |   | 100                               | %      | 284,000                          |   |
|                               |   |             |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Magnolia Lane Apartments           |   | Bloomingdale, GA |   | 48        |   | 1,465,348                              |      | 5/90          |   | 3/90            |   | 100                               | %      | 321,908                          |   |
|                               |   |             |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Maywood Apartments                 |   | Corning, CA      |   | 40        |   | 1,487,946                              |      | 3/90          |   | 7/90            |   | 100                               | %      | 365,280                          |   |
|                               |   |             |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Meadowcrest Southfield, Apartments |   | Southfield, MI   |   | 83        |   | 2,837,449                              |      | 9/90          |   | 10/90           |   | 100                               | %      | 1,116,284                        |   |
|                               |   |             |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Mill Pond Apartments               |   | Brooklyn, MI     |   | 36        |   | 1,098,352                              |      | 5/90          |   | 5/90            |   | 100                               | %      | 250,175                          |   |
|                               |   |             |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Pinewoods Apartments               |   | Springfield, IL  |   | 168       |   | 4,147,405                              |      | 6/90          |   | 6/91            |   | 100                               | %      | 1,258,700                        |   |
|                               |   |             |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Pine Ridge Place                   |   | Polkton, NC      |   | 16        |   | 633,643                                |      | 1/94          |   | 12/93           |   | 100                               | %      | 114,730                          |   |
|                               |   |             |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Pleasanton Seniors Apts.           |   | Pleasanton, TX   |   | 24        |   | 614,236                                |      | 12/93         |   | 7/93            |   | 100                               | %      | 144,839                          |   |
|                               |   |             |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Port Crossing                      |   | Portage, IN      |   | 160       |   | 3,604,745                              |      | 3/90          |   | 4/90            |   | 100                               | %      | 2,733,580                        |   |
|                               |   |             |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Putney Meadows Apts                |   | Putney, VT       |   | 28        |   | 1,412,066                              |      | 12/92         |   | 5/93            |   | 100                               | %      | 374,495                          |   |
|                               |   |             |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Quail Hollow Apartments            |   | Homerville, GA   |   | 54        |   | 1,455,741                              |      | 5/90          |   | 1/90            |   | 100                               | %      | 363,353                          |   |
|                               |   |             |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
|                                    |        |                  |        |           |        |                                        |           |               |        |                 |        |                                   |        |                                  |        |  |  |

 

7

----

 
| **Property  Name**                  |   | **Location**     |   | **Units** |   | **Mortgage  Balance  As of  12/31/01** |      | **Acq  Date** |   | **Const  Comp** |   | **Qualified  Occupancy  3/31/02** |   | **Cap Con  Paid  Thru  3/31/02** |   |
|-------------------------------------|--------|------------------|--------|-----------|--------|----------------------------------------|-----------|---------------|--------|-----------------|--------|-----------------------------------|--------|----------------------------------|--------|
| Quail Hollow II                     |   | Raleigh, NC      |   | 36        |   | $                                      | 1,392,084 |          | 7/90   |            | 9/90   |                              | 100    | %                                | $      | 313,521 |   |
|                                |   |             |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Rainbow Gardens Apartments          |   | Dunnellon, FL    |   | 36        |   | 1,202,780                              |      | 12/92         |   | 6/93            |   | 100                               | %      | 236,763                          |   |
|                                |   |             |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Raitt Street Apts.                  |   | Santa Ana, CA    |   | 6         |   | 823,759                                |      | 5/93          |   | 8/93            |   | 100                               | %      | 416,200                          |   |
|                                |   |             |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| School St. Apts. II                 |   | Marshall, WI     |   | 24        |   | 654,712                                |      | 6/93          |   | 6/93            |   | 100                               | %      | 652,967                          |   |
|                                |   |             |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Scottsville Hollow                  |   | Scottsville, NY  |   | 36        |   | 1,414,619                              |      | 5/90          |   | 5/90            |   | 100                               | %      | 304,060                          |   |
|                                |   |             |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Somerset Apartments                 |   | Antioch, CA      |   | 156       |   | 5,314,755                              |      | 3/90          |   | 3/90            |   | 100                               | %      | 3,920,000                        |   |
|                                |   |             |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| St. Paul’s Apartments          |   | St. Paul, NC     |   | 32        |   | 1,254,234                              |      | 5/90          |   | 9/90            |   | 100                               | %      | 263,165                          |   |
|                                |   |             |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Surry   Village II             |   | Surry, VA        |   | 24        |   | 801,888                                |      | 5/90          |   | 1/90            |   | 100                               | %      | 157,002                          |   |
|                                |   |             |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Tappahannock Greens Apts.           |   | Tappahannock, VA |   | 40        |   | 1,490,655                              |      | 3/94          |   | 5/94            |   | 100                               | %      | 293,486                          |   |
|                                |   |             |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Telluride Apartments                |   | Telluride, CO    |   | 30        |   | 1,459,106                              |      | 9/90          |   | 11/90           |   | 100                               | %      | 300,033                          |   |
|                                |   |             |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| The Warren   St. Lodging House |   | Boston, MA       |   | 19        |   | 721,934                                |      | 3/90          |   | 5/90            |   | 100                               | %      | 460,900                          |   |
|                                |   |             |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Twin Oaks Apartments                |   | Raeford, NC      |   | 28        |   | 1,130,179                              |      | 5/90          |   | 5/90            |   | 100                               | %      | 275,894                          |   |
|                                     |        |                  |        |           |        |                                        |           |               |        |                 |        |                                   |        |                                  |        |  |  |

 

8

----

 
| **Property  Name**         |   | **Location**       |   | **Units** |   | **Mortgage  Balance  As of  12/31/01** |      | **Acq  Date** |   | **Const  Comp** |   | **Qualified  Occupancy  3/31/02** |   | **Cap Con  Paid  Thru  3/31/02** |   |
|----------------------------|--------|--------------------|--------|-----------|--------|----------------------------------------|-----------|---------------|--------|-----------------|--------|-----------------------------------|--------|----------------------------------|--------|
|                       |   |               |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Ventura Village            |   | Hernando, FL       |   | 53        |   | $                                      | 1,472,694 |          | 6/90   |            | 7/90   |                              | 100    | %                                | $      | 473,300 |   |
|                       |   |               |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Village Oaks Apartments II |   | Live Oak, FL       |   | 24        |   | 725,816                                |      | 6/90          |   | 2/90            |   | 100                               | %      | 164,291                          |   |
|                       |   |               |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Warrensburg Estates        |   | Warrensburg, MO    |   | 32        |   | 785,198                                |      | 4/90          |   | 4/90            |   | 100                               | %      | 181,849                          |   |
|                       |   |               |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Westside Apartments        |   | Providence, RI     |   | 40        |   | 2,341,154                              |      | 6/90          |   | 12/90           |   | 100                               | %      | 1,777,738                        |   |
|                       |   |               |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Westwood Square Apartments |   | Moorehead City, NC |   | 36        |   | 1,398,393                              |      | 7/90          |   | 7/90            |   | 100                               | %      | 195,391                          |   |
|                       |   |               |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Wilmington Housing         |   | Wilmington, NY     |   | 24        |   | 1,040,928                              |      | 8/90          |   | 8/90            |   | 100                               | %      | 237,279                          |   |
|                            |        |                    |        |           |        |                                        |           |               |        |                 |        |                                   |        |                                  |        |  |  |

 

9

----

 

Boston Capital Tax CreditFund II Limited Partnership – Series 10

 

PROPERTY PROFILES AS OFMarch 31, 2002

 
| **Property  Name**        |   | **Location**    |   | **Units** |   | **Mortgage  Balance  As of  12/31/01** |      | **Acq  Date** |   | **Const  Comp** |   | **Qualified  Occupancy  3/31/02** |   | **Cap Con  Paid  Thru  3/31/02** |   |
|---------------------------|--------|-----------------|--------|-----------|--------|----------------------------------------|-----------|---------------|--------|-----------------|--------|-----------------------------------|--------|----------------------------------|--------|
|                      |   |            |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Athens Park Apartments    |   | Athens, AL      |   | 48        |   | $                                      | 1,325,645 |          | 8/90   |            | 6/90   |                              | 100    | %                                | $      | 354,144 |   |
|                      |   |            |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Autumn Lane Apartments    |   | Washington, GA  |   | 24        |   | 727,810                                |      | 8/89          |   | 11/90           |   | 100                               | %      | 168,234                          |   |
|                      |   |            |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Baytree Apartments        |   | Richlands, NC   |   | 24        |   | 949,539                                |      | 11/88         |   | 7/90            |   | 100                               | %      | 210,999                          |   |
|                      |   |            |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Benchmark Apartments      |   | China Grove, NC |   | 24        |   | 1,104,182                              |      | 11/88         |   | 7/90            |   | 100                               | %      | 223,328                          |   |
|                      |   |            |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Berkshire Apartments II   |   | Wichita, KS     |   | 66        |   | 1,701,408                              |      | 7/90          |   | 7/90            |   | 100                               | %      | 1,183,452                        |   |
|                      |   |            |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Brentwood Apartments      |   | Eunice, LA      |   | 32        |   | 950,389                                |      | 11/90         |   | 10/90           |   | 100                               | %      | 205,470                          |   |
|                      |   |            |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Briarwood Apartments      |   | Middleburg, FL  |   | 52        |   | 1,469,312                              |      | 8/90          |   | 8/90            |   | 100                               | %      | 509,251                          |   |
|                      |   |            |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Butler Manor Apartments   |   | Morgantown, KY  |   | 16        |   | 498,527                                |      | 12/90         |   | 2/91            |   | 100                               | %      | 119,952                          |   |
|                      |   |            |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Campbell Creek Apartments |   | Dallas, GA      |   | 80        |   | 1,427,067                              |      | 12/91         |   | 10/90           |   | 100                               | %      | 735,000                          |   |
|                      |   |            |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Candlewick Place          |   | Monroeville, AL |   | 40        |   | 1,244,555                              |      | 12/92         |   | 10/92           |   | 100                               | %      | 241,600                          |   |
|                      |   |            |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Cedarstone Apts.          |   | Poplarville, MS |   | 24        |   | 765,859                                |      | 5/93          |   | 5/93            |   | 100                               | %      | 180,800                          |   |
|                      |   |            |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Charlton Court Apartments |   | Folkston, GA    |   | 40        |   | 1,189,431                              |      | 12/92         |   | 1/93            |   | 100                               | %      | 263,520                          |   |
|                           |        |                 |        |           |        |                                        |           |               |        |                 |        |                                   |        |                                  |        |  |  |

 

10

----

 
| **Property  Name**           |   | **Location**          |   | **Units** |   | **Mortgage  Balance  As of  12/31/01** |      | **Acq  Date** |   | **Const  Comp** |   | **Qualified  Occupancy  3/31/02** |   | **Cap Con  Paid  Thru  3/31/02** |   |
|------------------------------|--------|-----------------------|--------|-----------|--------|----------------------------------------|-----------|---------------|--------|-----------------|--------|-----------------------------------|--------|----------------------------------|--------|
|                         |   |                  |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Chuckatuck Square            |   | Suffolk VA            |   | 42        |   | $                                      | 1,441,053 |          | 11/90  |            | 2/90   |                              | 100    | %                                | $      | 320,900 |   |
|                         |   |                  |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Cloverleaf Apartments        |   | Bishopville, SC       |   | 24        |   | 847,511                                |      | 11/90         |   | 4/90            |   | 100                               | %      | 153,900                          |   |
|                         |   |                  |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| CloverleafApts., Phase II    |   | Bishopville, SC       |   | 24        |   | 866,553                                |      | 11/90         |   | 4/90            |   | 100                               | %      | 160,761                          |   |
|                         |   |                  |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Connellsville Heritage Apts. |   | Connellsville, PA     |   | 36        |   | 1,355,379                              |      | 11/90         |   | 3/90            |   | 100                               | %      | 325,460                          |   |
|                         |   |                  |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Freedom Apartments           |   | Ford City, PA         |   | 28        |   | 1,041,197                              |      | 11/90         |   | 9/90            |   | 100                               | %      | 262,791                          |   |
|                         |   |                  |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Hartway Apts.                |   | Munfordville, KY      |   | 32        |   | 905,471                                |      | 7/90          |   | 6/90            |   | 100                               | %      | 239,041                          |   |
|                         |   |                  |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Hilltop Terrace              |   | Kingsland, GA         |   | 54        |   | 1,475,287                              |      | 8/90          |   | 7/90            |   | 100                               | %      | 455,851                          |   |
|                         |   |                  |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Indian Run Village           |   | S. Kingston   RI |   | 114       |   | 1,140,286                              |      | 4/93          |   | 7/93            |   | 100                               | %      | 604,867                          |   |
|                         |   |                  |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Ironton Estates              |   | Ironton, MO           |   | 24        |   | 616,545                                |      | 5/93          |   | 1/93            |   | 100                               | %      | 157,976                          |   |
|                         |   |                  |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Lambert Square Apts.         |   | Lambert, MS           |   | 32        |   | 985,388                                |      | 11/92         |   | 12/92           |   | 100                               | %      | 192,347                          |   |
|                         |   |                  |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Longview Apartments          |   | Maysville, NC         |   | 24        |   | 864,689                                |      | 11/88         |   | 8/90            |   | 100                               | %      | 195,837                          |   |
|                         |   |                  |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Maidu Village                |   | Roseville, CA         |   | 81        |   | 1,937,506                              |      | 3/91          |   | 12/91           |   | 100                               | %      | 470,000                          |   |
|                              |        |                       |        |           |        |                                        |           |               |        |                 |        |                                   |        |                                  |        |  |  |

 

11

----

 
| **Property  Name**          |   | **Location**     |   | **Units** |   | **Mortgage  Balance  As of  12/31/01** |      | **Acq  Date** |   | **Const  Comp** |   | **Qualified  Occupancy  3/31/02** |   | **Cap Con  Paid  Thru  3/31/02** |   |
|-----------------------------|--------|------------------|--------|-----------|--------|----------------------------------------|-----------|---------------|--------|-----------------|--------|-----------------------------------|--------|----------------------------------|--------|
|                        |   |             |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Mann Estates                |   | Indianapolis, IN |   | 132       |   | $                                      | 3,168,652 |          | 7/90   |            | 10/90  |                              | 100    | %                                | $      | 1,980,000 |   |
|                        |   |             |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Meadowbrook Lane Apartments |   | Americus, GA     |   | 50        |   | 1,464,168                              |      | 9/90          |   | 3/90            |   | 100                               | %      | 336,264                          |   |
|                        |   |             |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Melrose Lane Apartments     |   | Great Falls, SC  |   | 24        |   | 893,922                                |      | 11/90         |   | 10/90           |   | 100                               | %      | 203,645                          |   |
|                        |   |             |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Mercer Manor                |   | Mercer, PA       |   | 26        |   | 900,920                                |      | 11/90         |   | 8/90            |   | 96                                | %      | 220,450                          |   |
|                        |   |             |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Pecan Village Apartments    |   | Ellaville, GA    |   | 30        |   | 779,676                                |      | 7/90          |   | 2/90            |   | 100                               | %      | 221,856                          |   |
|                        |   |             |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Piedmont Hills              |   | Forsyth, GA      |   | 50        |   | 1,445,460                              |      | 7/90          |   | 9/90            |   | 100                               | %      | 439,958                          |   |
|                        |   |             |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Pine View Apartments        |   | Perry, FL        |   | 29        |   | 952,742                                |      | 9/90          |   | 12/90           |   | 100                               | %      | 277,405                          |   |
|                        |   |             |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Pines by the Creek Apts.    |   | Newnan, GA       |   | 96        |   | 1,694,432                              |      | 12/90         |   | 10/90           |   | 100                               | %      | 890,000                          |   |
|                        |   |             |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Pine Grove Apts.            |   | Ackerman, MS     |   | 24        |   | 560,718                                |      | 9/93          |   | 6/94            |   | 100                               | %      | 169,926                          |   |
|                        |   |             |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Pinetree Manor Apts.        |   | Centreville, MS  |   | 32        |   | 971,479                                |      | 11/92         |   | 1/93            |   | 100                               | %      | 191,500                          |   |
|                        |   |             |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Rosewood Village Apartments |   | Willacoochee, GA |   | 24        |   | 667,025                                |      | 7/90          |   | 7/90            |   | 100                               | %      | 147,480                          |   |
|                             |        |                  |        |           |        |                                        |           |               |        |                 |        |                                   |        |                                  |        |  |  |

 

12

----

 
| **Property  Name**                |   | **Location**         |   | **Units** |   | **Mortgage  Balance  As of  12/31/01** |      | **Acq  Date** |   | **Const  Comp** |   | **Qualified  Occupancy  3/31/02** |   | **Cap Con  Paid  Thru  3/31/02** |   |
|-----------------------------------|--------|----------------------|--------|-----------|--------|----------------------------------------|-----------|---------------|--------|-----------------|--------|-----------------------------------|--------|----------------------------------|--------|
|                              |   |                 |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Springwood Park Apartments        |   | Durham, NC           |   | 100       |   | $                                      | 2,869,661 |          | 3/91   |            | 5/91   |                              | 100    | %                                | $      | 1,000,000 |   |
|                              |   |                 |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Stockton Estates                  |   | Stockton, MO         |   | 20        |   | 510,360                                |      | 2/93          |   | 1/93            |   | 100                               | %      | 120,352                          |   |
|                              |   |                 |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Stratford Square Apartments       |   | Brundidge,   AL |   | 24        |   | 745,201                                |      | 10/92         |   | 2/93            |   | 100                               | %      | 145,036                          |   |
|                              |   |                 |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Summer Glen Apartments            |   | Immokalee, FL        |   | 45        |   | 1,469,788                              |      | 11/92         |   | 3/93            |   | 100                               | %      | 246,230                          |   |
|                              |   |                 |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Summerwood Apartments             |   | West Des Moines, IA  |   | 86        |   | 2,235,039                              |      | 7/90          |   | 7/90            |   | 100                               | %      | 2,015,183                        |   |
|                              |   |                 |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Sunmark Apartments                |   | Morgantown, KY       |   | 24        |   | 762,611                                |      | 8/90          |   | 12/90           |   | 100                               | %      | 176,669                          |   |
|                              |   |                 |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Village Commons                   |   | Lawton, MI           |   | 58        |   | 1,474,988                              |      | 11/90         |   | 6/90            |   | 100                               | %      | 323,665                          |   |
|                              |   |                 |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Washington Heights Apartments, IV |   | Bismarck, ND         |   | 24        |   | 479,474                                |      | 11/90         |   | 7/90            |   | 100                               | %      | 381,010                          |   |
|                              |   |                 |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Woods Hollow Apartments           |   | Centreville, MI      |   | 24        |   | 626,522                                |      | 11/90         |   | 2/90            |   | 100                               | %      | 132,700                          |   |
|                              |   |                 |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Woodside Apartments               |   | Lisbon, ME           |   | 28        |   | 1,469,003                              |      | 12/90         |   | 11/90           |   | 100                               | %      | 397,630                          |   |
|                                   |        |                      |        |           |        |                                        |           |               |        |                 |        |                                   |        |                                  |        |  |  |

 

13

----

 

Boston Capital Tax CreditFund II Limited Partnership - Series 11

 

PROPERTY PROFILES AS OFMarch 31, 2002

 
| **Property  Name**                |   | **Location**          |   | **Units** |   | **Mortgage  Balance  As of  12/31/01** |      | **Acq  Date** |   | **Const  Comp** |   | **Qualified  Occupancy  3/31/02** |   | **Cap Con   Paid  Thru  3/31/02** |   |
|-----------------------------------|--------|-----------------------|--------|-----------|--------|----------------------------------------|-----------|---------------|--------|-----------------|--------|-----------------------------------|--------|-----------------------------------|--------|
|                              |   |                  |   |      |   |                                   |      |          |   |            |   |                              |   |                              |   |
| Academy  Hill  Apartments    |   | Ahoskie, NC           |   | 40        |   | $                                      | 1,365,122 |          | 2/91   |            | 2/91   |                              | 100    | %                                 | $      | 319,224 |   |
|                              |   |                  |   |      |   |                                   |      |          |   |            |   |                              |   |                              |   |
| Aspen  Square  Apartments    |   | Tazewell, VA          |   | 60        |   | 1,819,239                              |      | 11/90         |   | 11/90           |   | 100                               | %      | 356,495                           |   |
|                              |   |                  |   |      |   |                                   |      |          |   |            |   |                              |   |                              |   |
| Bridgeview Apartments             |   | Emlenton, PA          |   | 36        |   | 1,352,060                              |      | 12/90         |   | 12/89           |   | 100                               | %      | 327,257                           |   |
|                              |   |                  |   |      |   |                                   |      |          |   |            |   |                              |   |                              |   |
| Buckeye   Senior Apartments  |   | Buckeye, AZ           |   | 41        |   | 1,328,889                              |      | 12/90         |   | 8/90            |   | 100                               | %      | 311,480                           |   |
|                              |   |                  |   |      |   |                                   |      |          |   |            |   |                              |   |                              |   |
| Campbell   Creek Apartments  |   | Dallas, GA            |   | 80        |   | 1,427,067                              |      | 12/90         |   | 10/90           |   | 100                               | %      | 142,000                           |   |
|                              |   |                  |   |      |   |                                   |      |          |   |            |   |                              |   |                              |   |
| Cambridge   Manor Apartments |   | Macon, MS             |   | 47        |   | 1,606,050                              |      | 5/93          |   | 4/93            |   | 100                               | %      | 356,356                           |   |
|                              |   |                  |   |      |   |                                   |      |          |   |            |   |                              |   |                              |   |
| Church Hill Apartments            |   | Church Point, LA      |   | 32        |   | 948,349                                |      | 12/90         |   | 1/91            |   | 100                               | %      | 205,750                           |   |
|                              |   |                  |   |      |   |                                   |      |          |   |            |   |                              |   |                              |   |
| Copper  Creek  Apartments    |   | Lebanon, VA           |   | 36        |   | 1,165,033                              |      | 11/90         |   | 9/90            |   | 100                               | %      | 237,647                           |   |
|                              |   |                  |   |      |   |                                   |      |          |   |            |   |                              |   |                              |   |
| Coronado Hotel                    |   | Tuscon, AZ            |   | 42        |   | 290,506                                |      | 3/91          |   | 3/91            |   | 100                               | %      | 614,050                           |   |
|                              |   |                  |   |      |   |                                   |      |          |   |            |   |                              |   |                              |   |
| Crestwood Apartments              |   | St. Cloud, FL         |   | 216       |   | 3,976,606                              |      | 1/91          |   | 6/91            |   | 100                               | %      | 5,636,484                         |   |
|                              |   |                  |   |      |   |                                   |      |          |   |            |   |                              |   |                              |   |
| El Dorado Springs Est.            |   | El Dorado Springs, MO |   | 24        |   | 575,887                                |      | 11/90         |   | 9/90            |   | 100                               | %      | 133,790                           |   |
|                              |   |                  |   |      |   |                                   |      |          |   |            |   |                              |   |                              |   |
| Eldon Est. II                     |   | Eldon, MO             |   | 24        |   | 574,654                                |      | 12/90         |   | 11/90           |   | 100                               | %      | 131,340                           |   |
|                                   |        |                       |        |           |        |                                        |           |               |        |                 |        |                                   |        |                                   |        |  |  |

 

14

----

 
| **Property  Name**                  |   | **Location**       |   | **Units** |   | **Mortgage  Balance  As of  12/31/01** |    | **Acq  Date** |   | **Const  Comp** |   | **Qualified  Occupancy  3/31/02** |   | **Cap Con   Paid  Thru  3/31/02** |   |
|-------------------------------------|--------|--------------------|--------|-----------|--------|----------------------------------------|---------|---------------|--------|-----------------|--------|-----------------------------------|--------|-----------------------------------|--------|
|                                |   |               |   |      |   |                                   |    |          |   |            |   |                              |   |                              |   |
| Eldon Manor                         |   | Eldon, MO          |   | 24        |   | $                                      | 554,841 |          | 12/90  |            | 11/90  |                              | 100    | %                                 | $      | 241,980 |   |
|                                |   |               |   |      |   |                                   |    |          |   |            |   |                              |   |                              |   |
| Elmwood   Manor Apartments     |   | Eutaw, AL          |   | 47        |   | 1,608,942                              |    | 5/93          |   | 12/93           |   | 100                               | %      | 333,440                           |   |
|                                |   |               |   |      |   |                                   |    |          |   |            |   |                              |   |                              |   |
| Fairridge   Lane Apartments    |   | Denmark, SC        |   | 24        |   | 763,645                                |    | 11/90         |   | 6/90            |   | 100                               | %      | 209,326                           |   |
|                                |   |               |   |      |   |                                   |    |          |   |            |   |                              |   |                              |   |
| Fairridge   Village Apartments |   | Denmark, SC        |   | 24        |   | 811,061                                |    | 11/90         |   | 6/90            |   | 100                               | %      | 186,381                           |   |
|                                |   |               |   |      |   |                                   |    |          |   |            |   |                              |   |                              |   |
| Farmerville Square Apts.            |   | Farmerville, LA    |   | 32        |   | 960,627                                |    | 1/91          |   | 4/91            |   | 100                               | %      | 212,280                           |   |
|                                |   |               |   |      |   |                                   |    |          |   |            |   |                              |   |                              |   |
| Forest  Glade  Apartments      |   | Wauchula, FL       |   | 50        |   | 1,470,456                              |    | 12/90         |   | 12/90           |   | 100                               | %      | 420,565                           |   |
|                                |   |               |   |      |   |                                   |    |          |   |            |   |                              |   |                              |   |
| Franklin School                     |   | Great Falls, MT    |   | 40        |   | 1,222,427                              |    | 10/90         |   | 12/91           |   | 100                               | %      | 1,453,270                         |   |
|                                |   |               |   |      |   |                                   |    |          |   |            |   |                              |   |                              |   |
| Hilltop Apts.                       |   | Los Lunas, NM      |   | 40        |   | 1,407,490                              |    | 1/93          |   | 11/92           |   | 100                               | %      | 258,455                           |   |
|                                |   |               |   |      |   |                                   |    |          |   |            |   |                              |   |                              |   |
| Holland Meadows                     |   | Holland, NY        |   | 24        |   | 891,962                                |    | 11/90         |   | 6/90            |   | 100                               | %      | 213,880                           |   |
|                                |   |               |   |      |   |                                   |    |          |   |            |   |                              |   |                              |   |
| Holley Grove                        |   | Holley, NY         |   | 24        |   | 909,762                                |    | 11/90         |   | 10/90           |   | 100                               | %      | 207,360                           |   |
|                                |   |               |   |      |   |                                   |    |          |   |            |   |                              |   |                              |   |
| Ivan Woods Senior Apts.             |   | Delta Township, MI |   | 90        |   | 2,019,904                              |    | 2/91          |   | 4/91            |   | 100                               | %      | 1,184,275                         |   |
|                                |   |               |   |      |   |                                   |    |          |   |            |   |                              |   |                              |   |
| Kaplan  Manor  Apartments      |   | Kaplan, LA         |   | 32        |   | 920,585                                |    | 12/90         |   | 12/90           |   | 100                               | %      | 198,460                           |   |
|                                     |        |                    |        |           |        |                                        |         |               |        |                 |        |                                   |        |                                   |        |  |  |

 

15

----

 
| **Property  Name**                   |   | **Location**        |   | **Units** |   | **Mortgage  Balance  As of  12/31/01** |    | **Acq  Date** |   | **Const  Comp** |   | **Qualified  Occupancy  3/31/02** |   | **Cap Con   Paid  Thru  3/31/02** |   |
|--------------------------------------|--------|---------------------|--------|-----------|--------|----------------------------------------|---------|---------------|--------|-----------------|--------|-----------------------------------|--------|-----------------------------------|--------|
|                                 |   |                |   |      |   |                                   |    |          |   |            |   |                              |   |                              |   |
| Lakewood Village Apartments          |   | Lake Providence, LA |   | 32        |   | $                                      | 946,209 |          | 1/91   |            | 5/91   |                              | 100    | %                                 | $      | 223,827 |   |
|                                 |   |                |   |      |   |                                   |    |          |   |            |   |                              |   |                              |   |
| Licking Apartments                   |   | Licking, MO         |   | 16        |   | 402,647                                |    | 11/91         |   | 3/92            |   | 100                               | %      | 90,436                            |   |
|                                 |   |                |   |      |   |                                   |    |          |   |            |   |                              |   |                              |   |
| London Arms                          |   | Miami Beach, FL     |   | 58        |   | 2,666,959                              |    | 12/90         |   | 12/90           |   | 100                               | %      | 937,961                           |   |
|                                 |   |                |   |      |   |                                   |    |          |   |            |   |                              |   |                              |   |
| Maidu Village                        |   | Roseville, CA       |   | 81        |   | 1,937,506                              |    | 3/91          |   | 12/91           |   | 100                               | %      | 530,000                           |   |
|                                 |   |                |   |      |   |                                   |    |          |   |            |   |                              |   |                              |   |
| Nevada Manor                         |   | Nevada, MO          |   | 24        |   | 642,116                                |    | 11/90         |   | 10/90           |   | 100                               | %      | 143,270                           |   |
|                                 |   |                |   |      |   |                                   |    |          |   |            |   |                              |   |                              |   |
| Oatka Meadows                        |   | Warsaw, NY          |   | 24        |   | 911,081                                |    | 11/90         |   | 6/90            |   | 100                               | %      | 206,670                           |   |
|                                 |   |                |   |      |   |                                   |    |          |   |            |   |                              |   |                              |   |
| Osage Place                          |   | Arkansas City, KS   |   | 38        |   | 1,221,708                              |    | 12/90         |   | 12/90           |   | 100                               | %      | 522,999                           |   |
|                                 |   |                |   |      |   |                                   |    |          |   |            |   |                              |   |                              |   |
| Pines by the   Creek Apartments |   | Newnan, GA          |   | 96        |   | 1,694,432                              |    | 12/90         |   | 10/90           |   | 100                               | %      | 245,000                           |   |
|                                 |   |                |   |      |   |                                   |    |          |   |            |   |                              |   |                              |   |
| Sandy  Pines  Manor             |   | Punta Gorda, FL     |   | 44        |   | 1,468,872                              |    | 12/90         |   | 7/90            |   | 100                               | %      | 399,977                           |   |
|                                 |   |                |   |      |   |                                   |    |          |   |            |   |                              |   |                              |   |
| Sierra   Springs Apartments     |   | Tazewell, VA        |   | 36        |   | 1,165,878                              |    | 11/90         |   | 11/90           |   | 100                               | %      | 299,634                           |   |
|                                 |   |                |   |      |   |                                   |    |          |   |            |   |                              |   |                              |   |
| South Fork   Heights            |   | South Fork, CO      |   | 48        |   | 1,466,842                              |    | 2/91          |   | 2/91            |   | 100                               | %      | 343,358                           |   |
|                                 |   |                |   |      |   |                                   |    |          |   |            |   |                              |   |                              |   |
| Twin Oaks Apartments                 |   | Allendale, SC       |   | 24        |   | 775,508                                |    | 12/90         |   | 9/90            |   | 100                               | %      | 206,888                           |   |
|                                      |        |                     |        |           |        |                                        |         |               |        |                 |        |                                   |        |                                   |        |  |  |

 

16

----

 
| **Property  Name**                 |   | **Location**   |   | **Units** |   | **Mortgage  Balance  As of  12/31/01** |    | **Acq  Date** |   | **Const  Comp** |   | **Qualified  Occupancy  3/31/02** |   | **Cap Con   Paid  Thru  3/31/02** |   |
|------------------------------------|--------|----------------|--------|-----------|--------|----------------------------------------|---------|---------------|--------|-----------------|--------|-----------------------------------|--------|-----------------------------------|--------|
|                               |   |           |   |      |   |                                   |    |          |   |            |   |                              |   |                              |   |
| Walnut Village Apartments          |   | Manning, SC    |   | 24        |   | $                                      | 832,256 |          | 11/90  |            | 11/90  |                              | 100    | %                                 | $      | 183,244 |   |
|                               |   |           |   |      |   |                                   |    |          |   |            |   |                              |   |                              |   |
| Washington   Manor Apartments |   | Washington, LA |   | 32        |   | 949,392                                |    | 1/91          |   | 3/91            |   | 100                               | %      | 216,990                           |   |
|                               |   |           |   |      |   |                                   |    |          |   |            |   |                              |   |                              |   |
| Wildridge Apartments               |   | Jesup, GA      |   | 48        |   | 1,381,385                              |    | 1/91          |   | 4/91            |   | 100                               | %      | 329,130                           |   |
|                               |   |           |   |      |   |                                   |    |          |   |            |   |                              |   |                              |   |
| Windsor Apts.                      |   | Metter, GA     |   | 53        |   | 1,454,553                              |    | 12/92         |   | 5/93            |   | 100                               | %      | 248,207                           |   |
|                                    |        |                |        |           |        |                                        |         |               |        |                 |        |                                   |        |                                   |        |  |  |

 

17

----

 

Boston Capital Tax CreditFund II Limited Partnership - Series 12

 

PROPERTY PROFILES AS OFMarch 31, 2002

 
| **Property  Name**         |   | **Location**      |   | **Units** |   | **Mortgage  Balance  As of  12/31/01** |    | **Acq  Date** |   | **Const  Comp** |   | **Qualified  Occupancy  3/31/02** |   | **Cap Con  Paid  Thru  3/31/02** |   |
|----------------------------|--------|-------------------|--------|-----------|--------|----------------------------------------|---------|---------------|--------|-----------------|--------|-----------------------------------|--------|----------------------------------|--------|
|                       |   |              |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Bowman Village Apartments  |   | Bowman, GA        |   | 24        |   | $                                      | 659,868 |          | 6/91   |            | 10/91  |                              | 100    | %                                | $      | 139,879 |   |
|                       |   |              |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Brandywood Apartments      |   | Oak Creek, WI     |   | 54        |   | 1,695,556                              |    | 12/91         |   | 9/91            |   | 100                               | %      | 1,532,506                        |   |
|                       |   |              |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Brentwood Manor Apartments |   | Clarkson, KY      |   | 24        |   | 739,464                                |    | 6/91          |   | 7/91            |   | 100                               | %      | 173,969                          |   |
|                       |   |              |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Briarwick Apartments       |   | Nicholasville, KY |   | 40        |   | 1,224,452                              |    | 4/91          |   | 4/91            |   | 100                               | %      | 323,941                          |   |
|                       |   |              |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Bridgerun Townhomes        |   | Cannon Falls, MN  |   | 18        |   | 551,125                                |    | 6/91          |   | 7/91            |   | 100                               | %      | 458,800                          |   |
|                       |   |              |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Bucksport Park Apartments  |   | Bucksport, ME     |   | 24        |   | 1,359,565                              |    | 6/91          |   | 8/91            |   | 100                               | %      | 334,600                          |   |
|                       |   |              |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Campbell Creek Apartments  |   | Dallas, GA        |   | 80        |   | 1,427,067                              |    | 3/91          |   | 10/90           |   | 100                               | %      | 593,000                          |   |
|                       |   |              |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Cananche Creek Apartments  |   | Norton, VA        |   | 36        |   | 1,224,824                              |    | 5/91          |   | 6/91            |   | 100                               | %      | 276,695                          |   |
|                       |   |              |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Carson Village Apartments  |   | Wrightsville, GA  |   | 24        |   | 646,586                                |    | 10/91         |   | 6/92            |   | 100                               | %      | 161,452                          |   |
|                       |   |              |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Clymer House Apartments    |   | Clymer, PA        |   | 26        |   | 1,106,510                              |    | 6/91          |   | 10/91           |   | 100                               | %      | 254,097                          |   |
|                       |   |              |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Corcoran Garden Apartments |   | Corcoran, CA      |   | 38        |   | 1,511,794                              |    | 2/91          |   | 11/90           |   | 100                               | %      | 432,438                          |   |
|                       |   |              |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Cornish Park               |   | Cornish, ME       |   | 25        |   | 1,443,007                              |    | 6/91          |   | 6/91            |   | 100                               | %      | 333,000                          |   |
|                            |        |                   |        |           |        |                                        |         |               |        |                 |        |                                   |        |                                  |        |  |  |

 

18

----

 
| **Property  Name**              |   | **Location**       |   | **Units** |   | **Mortgage  Balance  As of  12/31/01** |      | **Acq  Date** |   | **Const  Comp** |   | **Qualified  Occupancy  3/31/02** |   | **Cap Con  Paid  Thru  3/31/02** |   |
|---------------------------------|--------|--------------------|--------|-----------|--------|----------------------------------------|-----------|---------------|--------|-----------------|--------|-----------------------------------|--------|----------------------------------|--------|
|                            |   |               |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Crescent City Senior Apartments |   | Crescent City, CA  |   | 38        |   | $                                      | 1,848,694 |          | 3/91   |            | 3/91   |                              | 100    | %                                | $      | 474,536 |   |
|                            |   |               |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Earlimart Senior Apartments     |   | Earlimart, CA      |   | 35        |   | 1,334,367                              |      | 6/91          |   | 6/91            |   | 100                               | %      | 364,515                          |   |
|                            |   |               |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Evanwood Apartments             |   | Hardinsburg, KY    |   | 24        |   | 748,040                                |      | 6/91          |   | 5/91            |   | 100                               | %      | 167,221                          |   |
|                            |   |               |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Fox Run Apartments              |   | Jesup, GA          |   | 24        |   | 600,869                                |      | 12/91         |   | 7/92            |   | 100                               | %      | 150,033                          |   |
|                            |   |               |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Franklin House Apts.            |   | Liberty, MO        |   | 21        |   | 285,710                                |      | 5/93          |   | 1/88            |   | 100                               | %      | 137,836                          |   |
|                            |   |               |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Hamilton Village Apartments     |   | Preston, GA        |   | 20        |   | 564,376                                |      | 10/91         |   | 3/92            |   | 100                               | %      | 140,948                          |   |
|                            |   |               |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Hunters Park Apartments         |   | Tarboro, NC        |   | 40        |   | 1,398,326                              |      | 5/91          |   | 4/91            |   | 100                               | %      | 320,175                          |   |
|                            |   |               |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Ivan Woods Senior Apartments    |   | Delta Township, MI |   | 90        |   | 2,019,904                              |      | 2/91          |   | 4/91            |   | 100                               | %      | 778,688                          |   |
|                            |   |               |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Keenland Apartments             |   | Burkesville, KY    |   | 24        |   | 728,395                                |      | 6/91          |   | 9/91            |   | 100                               | %      | 164,246                          |   |
|                            |   |               |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Lakeridge Apartments            |   | Eufala, AL         |   | 30        |   | 908,833                                |      | 3/91          |   | 4/91            |   | 100                               | %      | 186,780                          |   |
|                            |   |               |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Laurel Village Apartments       |   | Wadley, GA         |   | 24        |   | 655,927                                |      | 10/91         |   | 5/92            |   | 100                               | %      | 149,058                          |   |
|                                 |        |                    |        |           |        |                                        |           |               |        |                 |        |                                   |        |                                  |        |  |  |

 

19

----

 
| **Property  Name**            |   | **Location**      |   | **Units** |   | **Mortgage  Balance  As of  12/31/01** |    | **Acq  Date** |   | **Const  Comp** |   | **Qualified  Occupancy  3/31/02** |   | **Cap Con  Paid  Thru  3/31/02** |   |
|-------------------------------|--------|-------------------|--------|-----------|--------|----------------------------------------|---------|---------------|--------|-----------------|--------|-----------------------------------|--------|----------------------------------|--------|
|                          |   |              |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Los Caballos II Apts.         |   | Hatch, NM         |   | 24        |   | $                                      | 742,406 |          | 7/91   |            | 8/91   |                              | 100    | %                                | $      | 164,740 |   |
|                          |   |              |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Marlboro Place Apartments     |   | Bennettsville, SC |   | 24        |   | 828,803                                |    | 3/91          |   | 2/91            |   | 100                               | %      | 192,779                          |   |
|                          |   |              |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Melville Plaza Apartments     |   | Melville, LA      |   | 32        |   | 884,643                                |    | 7/91          |   | 10/91           |   | 100                               | %      | 178,564                          |   |
|                          |   |              |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Nanty Glo House Apartments    |   | Nanty Glo, PA     |   | 36        |   | 1,463,281                              |    | 6/91          |   | 7/91            |   | 100                               | %      | 353,000                          |   |
|                          |   |              |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Newport Village               |   | Franklin, VA      |   | 48        |   | 1,473,415                              |    | 4/91          |   | 11/90           |   | 100                               | %      | 355,000                          |   |
|                          |   |              |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Oakleigh Apartments           |   | Abbeville, LA     |   | 32        |   | 905,623                                |    | 8/91          |   | 3/92            |   | 100                               | %      | 178,716                          |   |
|                          |   |              |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Oak Street Apartments         |   | Scott City, MO    |   | 24        |   | 594,126                                |    | 6/91          |   | 11/91           |   | 100                               | %      | 138,149                          |   |
|                          |   |              |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Oakwood Apartments            |   | Mamou, LA         |   | 32        |   | 899,410                                |    | 8/91          |   | 1/92            |   | 100                               | %      | 180,819                          |   |
|                          |   |              |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Pines by the Creek Apartments |   | Newnan, GA        |   | 96        |   | 1,694,432                              |    | 3/91          |   | 10/90           |   | 100                               | %      | 645,000                          |   |
|                          |   |              |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Pinewoods Apartments          |   | Springfield, IL   |   | 168       |   | 4,147,405                              |    | 7/91          |   | 6/91            |   | 100                               | %      | 2,880,000                        |   |
|                          |   |              |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Portales Estates              |   | Portales, NM      |   | 44        |   | 1,427,614                              |    | 7/91          |   | 7/91            |   | 100                               | %      | 365,100                          |   |
|                               |        |                   |        |           |        |                                        |         |               |        |                 |        |                                   |        |                                  |        |  |  |

 

20

----

 
| **Property  Name**                   |   | **Location**      |   | **Units** |   | **Mortgage  Balance  As of  12/31/01** |    | **Acq  Date** |   | **Const  Comp** |   | **Qualified  Occupancy  3/31/02** |   | **Cap Con  Paid  Thru  3/31/02** |   |
|--------------------------------------|--------|-------------------|--------|-----------|--------|----------------------------------------|---------|---------------|--------|-----------------|--------|-----------------------------------|--------|----------------------------------|--------|
|                                 |   |              |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Prairie West Apts. III               |   | West Fargo, ND    |   | 24        |   | $                                      | 493,859 |          | 3/91   |            | 3/91   |                              | 100    | %                                | $      | 360,698 |   |
|                                 |   |              |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Ridgeway Court   III Apartments |   | Bemidji, MN       |   | 24        |   | 895,108                                |    | 4/91          |   | 1/91            |   | 100                               | %      | 180,186                          |   |
|                                 |   |              |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| River Reach Apts.                    |   | Crystal River, FL |   | 41        |   | 1,354,522                              |    | 5/91          |   | 5/91            |   | 100                               | %      | 351,421                          |   |
|                                 |   |              |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Rockmoor Apartments                  |   | Banner Elk, NC    |   | 12        |   | 557,983                                |    | 5/91          |   | 3/91            |   | 100                               | %      | 95,818                           |   |
|                                 |   |              |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Shawnee Ridge Apartments             |   | Norton, VA        |   | 20        |   | 661,717                                |    | 5/91          |   | 5/91            |   | 100                               | %      | 145,606                          |   |
|                                 |   |              |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Springwood Park Apartments           |   | Durham, NC        |   | 100       |   | 2,869,661                              |    | 3/91          |   | 5/91            |   | 100                               | %      | 374,349                          |   |
|                                 |   |              |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Spring Mountain Apartments           |   | Pahrump, NV       |   | 33        |   | 1,352,698                              |    | 5/91          |   | 4/91            |   | 97                                | %      | 290,406                          |   |
|                                 |   |              |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Stonegate Manor                      |   | Perry, FL         |   | 36        |   | 1,001,516                              |    | 5/91          |   | 12/90           |   | 100                               | %      | 274,321                          |   |
|                                 |   |              |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Summit Ridge Apartments              |   | Palmdale, CA      |   | 304       |   | 8,616,407                              |    | 10/92         |   | 12/93           |   | 100                               | %      | 3,674,306                        |   |
|                                 |   |              |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Turner Lane Apartments               |   | Ashburn, GA       |   | 24        |   | 715,355                                |    | 5/91          |   | 7/91            |   | 100                               | %      | 147,090                          |   |
|                                 |   |              |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Union Baptist Plaza Apartments       |   | Springfield, IL   |   | 24        |   | 394,206                                |    | 5/91          |   | 4/91            |   | 100                               | %      | 432,648                          |   |
|                                      |        |                   |        |           |        |                                        |         |               |        |                 |        |                                   |        |                                  |        |  |  |

 

21

----

 
| **Property  Name**            |   | **Location**     |   | **Units** |   | **Mortgage  Balance  As of  12/31/01** |          | **Acq  Date** |   | **Const  Comp** |   | **Qualified  Occupancy  3/31/02** |   | **Cap Con  Paid  Thru  3/31/02** |   |
|-------------------------------|--------|------------------|--------|-----------|--------|----------------------------------------|---------------|---------------|--------|-----------------|--------|-----------------------------------|--------|----------------------------------|--------|
|                          |   |             |   |      |   |                                   |          |          |   |            |   |                              |   |                             |   |
| Uptown Apartments             |   | Salyersville, KY |   | 16        |   | $                                      |  516,925 |          | 5/91   |            | 3/91   |                              | 100    | %                                | $      |  121,700 |   |
|                          |   |             |   |      |   |                                   |          |          |   |            |   |                              |   |                             |   |
| Villas of Lakeridge           |   | Eufala, AL       |   | 18        |   | 527,484                                |          | 3/91          |   | 3/91            |   | 100                               | %      | 96,868                           |   |
|                          |   |             |   |      |   |                                   |          |          |   |            |   |                              |   |                             |   |
| Waynesboro Village Apartments |   | Waynesboro, TN   |   | 48        |   | 1,359,878                              |          | 4/91          |   | 1/91            |   | 100                               | %      | 310,510                          |   |
|                          |   |             |   |      |   |                                   |          |          |   |            |   |                              |   |                             |   |
| Windsor Court II              |   | Windsor, VA      |   | 24        |   | 727,162                                |          | 4/91          |   | 11/90           |   | 100                               | %      | 169,347                          |   |
|                          |   |             |   |      |   |                                   |          |          |   |            |   |                              |   |                             |   |
| Woodcrest Manor Apartments    |   | Woodville, MS    |   | 24        |   | 704,044                                |          | 6/91          |   | 11/91           |   | 100                               | %      | 138,579                          |   |
|                          |   |             |   |      |   |                                   |          |          |   |            |   |                              |   |                             |   |
| Woodlawn Village Apartments   |   | Abbeville, GA    |   | 36        |   | 1,004,442                              |          | 10/91         |   | 4/92            |   | 100                               | %      | 229,601                          |   |
|                          |   |             |   |      |   |                                   |          |          |   |            |   |                              |   |                             |   |
| Woodside Apartments           |   | Grove City, PA   |   | 32        |   | 1,145,139                              |          | 4/91          |   | 3/91            |   | 96                                | %      | 229,291                          |   |
|                          |   |             |   |      |   |                                   |          |          |   |            |   |                              |   |                             |   |
| Yorkshire Townhome Apts.      |   | Fort Smith, AR   |   | 50        |   | 739,073                                |          | 9/93          |   | 8/94            |   | 98                                | %      | 874,069                          |   |
|                               |        |                  |        |           |        |                                        |               |               |        |                 |        |                                   |        |                                  |        |  |  |

 

22

----

 

Boston Capital Tax CreditFund II Limited Partnership - Series 14

 

PROPERTY PROFILES AS OFMarch 31, 2002

 
| **Property  Name**             |   | **Location**    |   | **Units** |   | **Mortgage  Balance  As of  12/31/01** |      | **Acq  Date** |   | **Const  Comp** |   | **Qualified  Occupancy  3/31/02** |   | **Cap Con  Paid  Thru  3/31/02** |   |
|--------------------------------|--------|-----------------|--------|-----------|--------|----------------------------------------|-----------|---------------|--------|-----------------|--------|-----------------------------------|--------|----------------------------------|--------|
|                           |   |            |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Ada Village Apts.              |   | Ada, OK         |   | 44        |   | $                                      | 1,023,322 |          | 1/93   |            | 11/93  |                              | 100    | %                                | $      | 158,976 |   |
|                           |   |            |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Amherst Village                |   | Amherst, VA     |   | 48        |   | 1,581,256                              |      | 1/92          |   | 1/92            |   | 100                               | %      | 322,796                          |   |
|                           |   |            |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Belmont Village Court          |   | Belmont, NY     |   | 24        |   | 917,651                                |      | 1/92          |   | 12/91           |   | 100                               | %      | 201,300                          |   |
|                           |   |            |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Bethel Park Apartments         |   | Bethel, ME      |   | 24        |   | 1,476,175                              |      | 12/91         |   | 3/92            |   | 100                               | %      | 324,100                          |   |
|                           |   |            |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Blanchard Senior Apts. II      |   | Blanchard, LA   |   | 24        |   | 592,190                                |      | 10/91         |   | 9/91            |   | 100                               | %      | 143,628                          |   |
|                           |   |            |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Blanchard Village Apts.        |   | Blanchard, OK   |   | 8         |   | 214,320                                |      | 1/93          |   | 7/93            |   | 100                               | %      | 32,954                           |   |
|                           |   |            |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Brantwood Lane Apartments      |   | Centreville, AL |   | 36        |   | 1,133,527                              |      | 7/91          |   | 9/91            |   | 100                               | %      | 237,873                          |   |
|                           |   |            |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Breckenridge   Apartments |   | McColl, SC      |   | 24        |   | 860,260                                |      | 1/92          |   | 3/92            |   | 100                               | %      | 186,065                          |   |
|                           |   |            |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Briarwood Apartments Ph II     |   | Middleburg, FL  |   | 50        |   | 1,478,312                              |      | 2/92          |   | 4/92            |   | 100                               | %      | 293,694                          |   |
|                           |   |            |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| The Bridge Building            |   | New York, NY    |   | 15        |   | 0                                      |      | 1/92          |   | 12/91           |   | 100                               | %      | 1,037,770                        |   |
|                           |   |            |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Buchanan Court                 |   | Warren, PA      |   | 18        |   | 719,051                                |      | 7/91          |   | 11/90           |   | 100                               | %      | 160,600                          |   |
|                           |   |            |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Burnt Ordinary Village         |   | Toano, VA       |   | 22        |   | 703,524                                |      | 7/91          |   | 7/91            |   | 100                               | %      | 159,400                          |   |
|                                |        |                 |        |           |        |                                        |           |               |        |                 |        |                                   |        |                                  |        |  |  |

 

23

----

 
| **Property  Name**                      |   | **Location**      |   | **Units** |   | **Mortgage  Balance  As of  12/31/01** |      | **Acq  Date** |   | **Const  Comp** |   | **Qualified  Occupancy  3/31/02** |   | **Cap Con  Paid  Thru  3/31/02** |   |
|-----------------------------------------|--------|-------------------|--------|-----------|--------|----------------------------------------|-----------|---------------|--------|-----------------|--------|-----------------------------------|--------|----------------------------------|--------|
|                                    |   |              |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Carleton Court Apartments               |   | Providence RI     |   | 46        |   | $                                      | 2,854,920 |          | 12/91  |            | 12/91  |                              | 100    | %                                | $      | 1,496,922 |   |
|                                    |   |              |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Carriage Run Apartments                 |   | Emporia, VA       |   | 40        |   | 1,304,670                              |      | 10/91         |   | 4/92            |   | 100                               | %      | 259,980                          |   |
|                                    |   |              |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Cedar View Apartments                   |   | Brinkley, AR      |   | 32        |   | 1,256,302                              |      | 5/92          |   | 10/92           |   | 100                               | %      | 254,016                          |   |
|                                    |   |              |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Cedarwood Apartments                    |   | Pembroke, NC      |   | 36        |   | 1,403,571                              |      | 10/91         |   | 1/92            |   | 100                               | %      | 326,310                          |   |
|                                    |   |              |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Chapparral Apartments                   |   | Kingman, AZ       |   | 20        |   | 689,768                                |      | 8/91          |   | 7/91            |   | 100                               | %      | 198,275                          |   |
|                                    |   |              |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| College Green                           |   | Chili, NY         |   | 110       |   | 3,727,860                              |      | 3/95          |   | 8/95            |   | 100                               | %      | 755,771                          |   |
|                                    |   |              |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Colorado City   Seniors Apartments |   | Colorado City, TX |   | 24        |   | 537,773                                |      | 10/91         |   | 10/91           |   | 100                               | %      | 98,721                           |   |
|                                    |   |              |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Cottonwood Apts. II                     |   | Cottonport LA     |   | 24        |   | 649,040                                |      | 10/91         |   | 7/91            |   | 100                               | %      | 152,664                          |   |
|                                    |   |              |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Country Meadows Apartments              |   | Sioux Falls, SD   |   | 44        |   | 972,906                                |      | 11/91         |   | 10/91           |   | 100                               | %      | 922,350                          |   |
|                                    |   |              |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Countryside Fulton, Manor               |   | MS                |   | 24        |   | 659,764                                |      | 10/91         |   | 8/91            |   | 100                               | %      | 151,868                          |   |
|                                    |   |              |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Davis Village Apts.                     |   | Davis, OK         |   | 44        |   | 1,151,284                              |      | 1/93          |   | 9/93            |   | 100                               | %      | 180,452                          |   |
|                                    |   |              |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Devenwood Apartments                    |   | Ridgeland, SC     |   | 24        |   | 864,103                                |      | 7/92          |   | 1/93            |   | 100                               | %      | 186,000                          |   |
|                                         |        |                   |        |           |        |                                        |           |               |        |                 |        |                                   |        |                                  |        |  |  |

 

24

----

 
| **Property  Name**            |   | **Location**          |   | **Units** |   | **Mortgage  Balance  As of  12/31/01** |      | **Acq  Date** |   | **Const  Comp** |   | **Qualified  Occupancy  3/31/02** |   | **Cap Con  Paid  Thru  3/31/02** |   |
|-------------------------------|--------|-----------------------|--------|-----------|--------|----------------------------------------|-----------|---------------|--------|-----------------|--------|-----------------------------------|--------|----------------------------------|--------|
|                          |   |                  |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Duncan Village Apts.          |   | Duncan, OK            |   | 48        |   | $                                      | 1,115,141 |          | 1/93   |            | 11/93  |                              | 100    | %                                | $      | 172,005 |   |
|                          |   |                  |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Edison Village Apartments     |   | Edison, GA            |   | 42        |   | 1,185,698                              |      | 7/91          |   | 2/92            |   | 100                               | %      | 274,144                          |   |
|                          |   |                  |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Ethel Bowman Proper House     |   | Tionesta, PA          |   | 36        |   | 1,416,011                              |      | 2/92          |   | 1/92            |   | 91.67                             | %      | 334,160                          |   |
|                          |   |                  |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Excelsior Springs Properties  |   | Excelsior Springs, MO |   | 24        |   | 617,982                                |      | 2/92          |   | 4/91            |   | 100                               | %      | 150,651                          |   |
|                          |   |                  |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Fairground Place   Apts. |   | Bedford, KY           |   | 19        |   | 688,098                                |      | 3/95          |   | 8/95            |   | 100                               | %      | 176,963                          |   |
|                          |   |                  |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Four Oaks Village Apartments  |   | Four Oaks, NC         |   | 24        |   | 885,050                                |      | 3/92          |   | 6/92            |   | 100                               | %      | 179,900                          |   |
|                          |   |                  |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Franklin Vista III Apts.      |   | Anthony, NM           |   | 28        |   | 920,293                                |      | 1/92          |   | 4/92            |   | 100                               | %      | 179,685                          |   |
|                          |   |                  |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Friendship Village            |   | Bel Air, MD           |   | 32        |   | 1,427,350                              |      | 1/92          |   | 6/91            |   | 100                               | %      | 226,000                          |   |
|                          |   |                  |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Glenhaven Park                |   | Merced, CA            |   | 12        |   | 632,477                                |      | 1/94          |   | 6/90            |   | 100                               | %      | 125,000                          |   |
|                          |   |                  |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Glenhaven Park II             |   | Merced, CA            |   | 15        |   | 478,594                                |      | 1/94          |   | 6/89            |   | 100                               | %      | 365,925                          |   |
|                          |   |                  |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Glenhaven Park III            |   | Merced, CA            |   | 15        |   | 481,049                                |      | 1/94          |   | 12/89           |   | 100                               | %      | 225,500                          |   |
|                               |        |                       |        |           |        |                                        |           |               |        |                 |        |                                   |        |                                  |        |  |  |

 

25

----

 
| **Property  Name**                |   | **Location**       |   | **Units** |   | **Mortgage  Balance  As of  12/31/01** |    | **Acq  Date** |   | **Const  Comp** |   | **Qualified  Occupancy  3/31/02** |   | **Cap Con  Paid  Thru  3/31/02** |   |
|-----------------------------------|--------|--------------------|--------|-----------|--------|----------------------------------------|---------|---------------|--------|-----------------|--------|-----------------------------------|--------|----------------------------------|--------|
|                              |   |               |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Glenhaven Estates                 |   | Merced, CA         |   | 13        |   | $                                      | 386,792 |          | 1/94   |            | 6/89   |                              | 100    | %                                | $      | 134,000 |   |
|                              |   |               |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Green Village Apts. II            |   | Standardsville, VA |   | 16        |   | 580,497                                |    | 4/92          |   | 11/91           |   | 100                               | %      | 99,100                           |   |
|                              |   |               |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Greenleaf Apartments              |   | Bowdoinham, ME     |   | 21        |   | 1,118,353                              |    | 11/91         |   | 8/92            |   | 100                               | %      | 295,085                          |   |
|                              |   |               |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Hughes Springs Seniors Apartments |   | Hughes Springs, TX |   | 32        |   | 781,163                                |    | 10/91         |   | 8/91            |   | 100                               | %      | 183,674                          |   |
|                              |   |               |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Harrison City Apts.               |   | Penn Township, PA  |   | 38        |   | 1,467,086                              |    | 7/92          |   | 9/92            |   | 97                                | %      | 311,775                          |   |
|                              |   |               |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Hessmer Village Apartments        |   | Hessmer, LA        |   | 32        |   | 901,453                                |    | 12/91         |   | 4/92            |   | 100                               | %      | 186,503                          |   |
|                              |   |               |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Hillmont Village Apartments       |   | Micro, NC          |   | 24        |   | 876,333                                |    | 9/91          |   | 1/92            |   | 100                               | %      | 184,900                          |   |
|                              |   |               |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Hunters Run Apartments            |   | Douglas, GA        |   | 50        |   | 1,432,859                              |    | 12/91         |   | 2/92            |   | 100                               | %      | 322,368                          |   |
|                              |   |               |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Independence Apartments           |   | Mt. Pleasant, PA   |   | 28        |   | 1,073,357                              |    | 8/91          |   | 6/91            |   | 100                               | %      | 223,100                          |   |
|                              |   |               |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Indian Creek Apartments           |   | Kilmarnock, VA     |   | 20        |   | 779,814                                |    | 7/91          |   | 4/91            |   | 100                               | %      | 174,400                          |   |
|                              |   |               |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Jarratt Village Apartments        |   | Jarratt, VA        |   | 24        |   | 824,066                                |    | 10/91         |   | 12/91           |   | 100                               | %      | 159,140                          |   |
|                              |   |               |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Kingfisher Village Apts.          |   | Kingfisher, OK     |   | 8         |   | 162,708                                |    | 1/93          |   | 12/93           |   | 100                               | %      | 24,365                           |   |
|                                   |        |                    |        |           |        |                                        |         |               |        |                 |        |                                   |        |                                  |        |  |  |

 

26

----

 
| **Property  Name**              |   | **Location**        |   | **Units** |   | **Mortgage  Balance  As of  12/31/01** |    | **Acq  Date** |   | **Const  Comp** |   | **Qualified  Occupancy  3/31/02** |   | **Cap Con  Paid  Thru  3/31/02** |   |
|---------------------------------|--------|---------------------|--------|-----------|--------|----------------------------------------|---------|---------------|--------|-----------------|--------|-----------------------------------|--------|----------------------------------|--------|
|                            |   |                |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| La Gema del Barrio Apts.        |   | Santa Ana, CA       |   | 6         |   | $                                      | 666,429 |          | 6/92   |            | 8/92   |                              | 100    | %                                | $      | 458,000 |   |
|                            |   |                |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Lafayettee Gardens Apartments   |   | Scott, LA           |   | 56        |   | 1,072,679                              |    | 10/91         |   | 11/91           |   | 100                               | %      | 437,688                          |   |
|                            |   |                |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Lake Isabella Senior Apartments |   | Lake Isabella, CA   |   | 46        |   | 1,977,478                              |    | 9/91          |   | 1/92            |   | 100                               | %      | 442,457                          |   |
|                            |   |                |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Lakeview Meadows                |   | Battle Creek, MI    |   | 53        |   | 1,531,918                              |    | 1/92          |   | 6/92            |   | 100                               | %      | 1,018,808                        |   |
|                            |   |                |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Lakewood Terrace Apts.          |   | Lakeland, FL        |   | 132       |   | 3,581,317                              |    | 11/93         |   | 8/89            |   | 100                               | %      | 725,312                          |   |
|                            |   |                |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Lana Lu Apartments              |   | Lonaconing, MD      |   | 30        |   | 1,471,686                              |    | 12/91         |   | 9/92            |   | 100                               | %      | 303,261                          |   |
|                            |   |                |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Lexington Village Apts.         |   | Lexington, OK       |   | 8         |   | 206,498                                |    | 1/93          |   | 11/93           |   | 100                               | %      | 32,178                           |   |
|                            |   |                |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Maidu Village                   |   | Roseville, CA       |   | 81        |   | 1,937,506                              |    | 1/92          |   | 12/91           |   | 100                               | %      | 1,096,199                        |   |
|                            |   |                |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Marion Apartments               |   | Manor Marion, LA    |   | 32        |   | 995,087                                |    | 2/92          |   | 6/92            |   | 100                               | %      | 199,708                          |   |
|                            |   |                |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Maysville Village Apts.         |   | Maysville, OK       |   | 8         |   | 214,490                                |    | 1/93          |   | 10/93           |   | 100                               | %      | 33,726                           |   |
|                            |   |                |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Montague Place Apartments       |   | Caro, MI            |   | 28        |   | 1,129,963                              |    | 12/91         |   | 12/91           |   | 100                               | %      | 432,320                          |   |
|                            |   |                |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Navapai Apartments              |   | Prescott Valley, AZ |   | 26        |   | 875,279                                |    | 6/91          |   | 4/91            |   | 100                               | %      | 207,330                          |   |
|                                 |        |                     |        |           |        |                                        |         |               |        |                 |        |                                   |        |                                  |        |  |  |

 

27

----

 
| **Property  Name**                   |   | **Location**        |   | **Units** |   | **Mortgage  Balance  As of  12/31/01** |      | **Acq  Date** |   | **Const  Comp** |   | **Qualified  Occupancy  3/31/02** |   | **Cap Con  Paid  Thru  3/31/02** |   |
|--------------------------------------|--------|---------------------|--------|-----------|--------|----------------------------------------|-----------|---------------|--------|-----------------|--------|-----------------------------------|--------|----------------------------------|--------|
|                                 |   |                |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Nevada City   Senior Apartments |   | Grass Valley, CA    |   | 60        |   | $                                      | 3,517,433 |          | 1/92   |            | 10/92  |                              | 100    | %                                | $      | 839,300 |   |
|                                 |   |                |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Newellton Place Apartments           |   | Newellton, LA       |   | 32        |   | 930,459                                |      | 2/92          |   | 4/92            |   | 100                               | %      | 190,600                          |   |
|                                 |   |                |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| New River Overlook Apartments        |   | Radford, VA         |   | 40        |   | 1,471,179                              |      | 8/91          |   | 2/92            |   | 100                               | %      | 285,371                          |   |
|                                 |   |                |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Northridge Apartments                |   | Arlington, TX       |   | 126       |   | 2,038,762                              |      | 1/92          |   | 2/92            |   | 98                                | %      | 741,300                          |   |
|                                 |   |                |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Oak Ridge Apartments                 |   | Crystal Springs, MS |   | 40        |   | 1,293,407                              |      | 1/92          |   | 1/92            |   | 100                               | %      | 308,578                          |   |
|                                 |   |                |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Oakland Village Apts.                |   | Littleton, NC       |   | 24        |   | 844,543                                |      | 5/92          |   | 8/92            |   | 100                               | %      | 161,939                          |   |
|                                 |   |                |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Okemah Village Apts.                 |   | Okemah, OK          |   | 30        |   | 680,984                                |      | 1/93          |   | 5/93            |   | 100                               | %      | 119,832                          |   |
|                                 |   |                |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Pineridge Apartments                 |   | McComb, MS          |   | 32        |   | 996,969                                |      | 10/91         |   | 10/91           |   | 100                               | %      | 238,995                          |   |
|                                 |   |                |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Pineridge Elderly                    |   | Walnut Cove, NC     |   | 24        |   | 974,412                                |      | 10/91         |   | 3/92            |   | 100                               | %      | 199,311                          |   |
|                                 |   |                |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Pittsfield Park Apartments           |   | Pittsfield, ME      |   | 18        |   | 1,037,236                              |      | 12/91         |   | 6/92            |   | 100                               | %      | 237,300                          |   |
|                                 |   |                |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Plantation Apartments                |   | Richmond Hill, GA   |   | 49        |   | 1,406,916                              |      | 12/91         |   | 11/91           |   | 100                               | %      | 320,858                          |   |
|                                 |   |                |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Portville Square Apartments          |   | Portville, NY       |   | 24        |   | 901,745                                |      | 3/92          |   | 3/92            |   | 100                               | %      | 198,100                          |   |
|                                      |        |                     |        |           |        |                                        |           |               |        |                 |        |                                   |        |                                  |        |  |  |

 

28

----

 
| **Property  Name**                   |   | **Location**     |   | **Units** |   | **Mortgage  Balance  As of  12/31/01** |    | **Acq  Date** |   | **Const  Comp** |   | **Qualified  Occupancy  3/31/02** |   | **Cap Con  Paid  Thru  3/31/02** |   |
|--------------------------------------|--------|------------------|--------|-----------|--------|----------------------------------------|---------|---------------|--------|-----------------|--------|-----------------------------------|--------|----------------------------------|--------|
|                                 |   |             |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Prague Village Apts.                 |   | Prague, OK       |   | 8         |   | $                                      | 108,754 |          | 1/93   |            | 3/93   |                              | 100    | %                                | $      | 21,373 |   |
|                                 |   |             |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Rainbow Commons Apartments           |   | Marshfield, WI   |   | 48        |   | 714,379                                |    | 9/91          |   | 6/91            |   | 100                               | %      | 1,126,901                        |   |
|                                 |   |             |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Rainier Manor Apartments             |   | Mt. Rainier, MD  |   | 104       |   | 2,574,135                              |    | 3/92          |   | 1/93            |   | 100                               | %      | 1,190,350                        |   |
|                                 |   |             |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Rosenberg Hotel                      |   | Santa Rosa, CA   |   | 77        |   | 1,762,198                              |    | 12/91         |   | 1/92            |   | 100                               | %      | 1,850,000                        |   |
|                                 |   |             |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Rosewood Manor Apartments            |   | Ellenton, FL     |   | 43        |   | 1,427,118                              |    | 12/91         |   | 11/91           |   | 100                               | %      | 302,250                          |   |
|                                 |   |             |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| San Jacinto   Senior Apartments |   | San Jacinto, CA  |   | 46        |   | 2,352,445                              |    | 1/92          |   | 10/91           |   | 100                               | %      | 588,965                          |   |
|                                 |   |             |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Lakeside Manor Apartments            |   | Schroon Lake, NY |   | 24        |   | 1,054,256                              |    | 11/91         |   | 1/92            |   | 96                                | %      | 249,349                          |   |
|                                 |   |             |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Smithville Properties                |   | Smithville, MO   |   | 48        |   | 1,234,354                              |    | 2/92          |   | 5/91            |   | 100                               | %      | 285,384                          |   |
|                                 |   |             |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Snow Hill Ridge Apartments           |   | Raleigh, NC      |   | 32        |   | 1,183,251                              |    | 10/91         |   | 12/91           |   | 100                               | %      | 307,524                          |   |
|                                 |   |             |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Somerset Apartments                  |   | Antioch, CA      |   | 156       |   | 5,314,755                              |    | 8/92          |   | 3/90            |   | 100                               | %      | 1,026,542                        |   |
|                                 |   |             |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Spring Creek Village                 |   | Derby, KS        |   | 72        |   | 1,669,998                              |    | 6/91          |   | 9/91            |   | 100                               | %      | 1,634,760                        |   |
|                                      |        |                  |        |           |        |                                        |         |               |        |                 |        |                                   |        |                                  |        |  |  |

 

29

----

 
| **Property  Name**             |   | **Location**       |   | **Units** |   | **Mortgage  Balance  As of  12/31/01** |      | **Acq  Date** |   | **Const  Comp** |   | **Qualified  Occupancy  3/31/02** |   | **Cap Con  Paid  Thru  3/31/02** |   |
|--------------------------------|--------|--------------------|--------|-----------|--------|----------------------------------------|-----------|---------------|--------|-----------------|--------|-----------------------------------|--------|----------------------------------|--------|
|                           |   |               |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Spring Valley Apartments       |   | Lexington Park, MD |   | 128       |   | $                                      | 4,778,694 |          | 11/91  |            | 12/92  |                              | 100    | %                                | $      | 2,877,811 |   |
|                           |   |               |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Springwood Park Apartments     |   | Durham, NC         |   | 100       |   | 2,869,661                              |      | 10/91         |   | 5/91            |   | 100                               | %      | 374,349                          |   |
|                           |   |               |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Summer Lane Apartments         |   | Santee, SC         |   | 24        |   | 853,702                                |      | 7/91          |   | 11/91           |   | 100                               | %      | 176,291                          |   |
|                           |   |               |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Summit Ridge Apartments        |   | Palmdale, CA       |   | 304       |   | 8,616,407                              |      | 10/92         |   | 12/93           |   | 100                               | %      | 1,236,600                        |   |
|                           |   |               |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Titusville Apartments          |   | Titusville PA      |   | 30        |   | 1,229,069                              |      | 12/91         |   | 1/92            |   | 100                               | %      | 280,829                          |   |
|                           |   |               |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Townview Apartments            |   | St.Mary’s, PA |   | 36        |   | 1,368,299                              |      | 9/91          |   | 10/91           |   | 100                               | %      | 315,700                          |   |
|                           |   |               |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Tyrone House Apartments        |   | Tyrone, PA         |   | 36        |   | 1,470,692                              |      | 12/91         |   | 1/92            |   | 100                               | %      | 349,800                          |   |
|                           |   |               |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Valley Ridge Senior Apartments |   | Central Valley, CA |   | 38        |   | 1,808,096                              |      | 1/92          |   | 12/91           |   | 100                               | %      | 456,600                          |   |
|                           |   |               |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Victoria Place                 |   | Victoria, VA       |   | 39        |   | 1,369,570                              |      | 1/92          |   | 6/92            |   | 100                               | %      | 287,736                          |   |
|                           |   |               |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Villa West Apts. IV            |   | Topeka, KS         |   | 60        |   | 1,439,183                              |      | 8/91          |   | 1/91            |   | 100                               | %      | 1,392,873                        |   |
|                           |   |               |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Village Green                  |   | Raleigh, NC        |   | 42        |   | 693,160                                |      | 5/92          |   | 9/91            |   | 100                               | %      | 581,446                          |   |
|                           |   |               |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Washington Court               |   | Abingdon, VA       |   | 39        |   | 1,160,144                              |      | 7/91          |   | 8/91            |   | 100                               | %      | 295,250                          |   |
|                                |        |                    |        |           |        |                                        |           |               |        |                 |        |                                   |        |                                  |        |  |  |

 

30

----

 
| **Property  Name**          |   | **Location**    |   | **Units** |   | **Mortgage  Balance  As of  12/31/01** |      | **Acq  Date** |   | **Const  Comp** |   | **Qualified  Occupancy  3/31/02** |   | **Cap Con  Paid  Thru  3/31/02** |   |
|-----------------------------|--------|-----------------|--------|-----------|--------|----------------------------------------|-----------|---------------|--------|-----------------|--------|-----------------------------------|--------|----------------------------------|--------|
|                        |   |            |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Wesley Village Apartments   |   | Martinsburg, WV |   | 36        |   | $                                      | 1,301,167 |          | 10/91  |            | 6/92   |                              | 100    | %                                | $      | 266,253 |   |
|                        |   |            |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Westside Apartments         |   | Louisville, MS  |   | 33        |   | 794,697                                |      | 3/92          |   | 1/92            |   | 100                               | %      | 191,014                          |   |
|                        |   |            |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Wildwood Terrace Apartments |   | Wildwood, FL    |   | 40        |   | 1,253,794                              |      | 10/91         |   | 10/91           |   | 100                               | %      | 281,647                          |   |
|                        |   |            |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Woodside Apartments         |   | Belleview, FL   |   | 41        |   | 1,203,165                              |      | 11/91         |   | 10/91           |   | 100                               | %      | 268,500                          |   |
|                        |   |            |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Wynnewood Village Apts.     |   | Wynnewood, OK   |   | 16        |   | 389,601                                |      | 1/93          |   | 11/93           |   | 100                               | %      | 67,443                           |   |
|                        |   |            |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Yorkshire Corners           |   | Delevan, NY     |   | 24        |   | 916,620                                |      | 8/91          |   | 9/91            |   | 100                               | %      | 191,500                          |   |
|                        |   |            |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Zinmaster Apartments        |   | Minneapolis, MN |   | 36        |   | 1,769,691                              |      | 1/95          |   | 1/88            |   | 100                               | %      | 150,000                          |   |
|                             |        |                 |        |           |        |                                        |           |               |        |                 |        |                                   |        |                                  |        |  |  |

 

31

----

 

Item 3.    Legal Proceedings

 

None.

 

Item 4.    Submissionof Matters to a Vote of Security Holders

 

None.

 

32

----

 

PART II

 

Item 5.    Marketfor the Registrant’s Partnership Interests and Related Partnership Matters

 

(a)           MarketInformation

 

The Partnership isclassified as a limited partnership and thus has no common stock.  There is no established public tradingmarket for the BACs and it is not anticipated that any public market willdevelop.

(b)           Approximatenumber of security holders

 

As of March 31, 2002, thePartnership has 11,398 registered BAC holders for an aggregate of 18,679,738BACs which were offered at a subscription price of $10 per BAC.

 

The BACs were issued inseries.  Series 7 consists of 817investors holding 1,036,100 BACs, Series 9 consists of 2,207 investors holding4,178,029 BACs, Series 10 consists of 1,618 investors holding 2,428,925 BACs,Series 11 consists of 1,365 investors holding 2,489,599 BACs, Series 12consists of 1,884 investors holding 2,972,795 BACs, and Series 14 consists of3,504 investors holding 5,574,290 BACs at March 31, 2002.

 

(c)           Dividendhistory and restriction

 

The Partnership has madeno distributions of Net Cash Flow to its BAC Holders from its inception, June28, 1989 through March 31, 2002.

 

The Partnership Agreementprovides that Profits, Losses and Credits will be allocated each month to theholder of record of a BAC as of the last day of such month.  Allocation of Profits, Losses and Creditsamong BAC Holders will be made in proportion to the number of BACs held by eachBAC Holder.

 

Any distributions of NetCash Flow or Liquidation, Sale or Refinancing Proceeds will be made within 180days of the end of the annual period to which they relate.  Distributions will be made to the holders ofrecord of a BAC as of the last day of each month in the ratio which (i) theBACs held by such Person on the last day of the calendar month bears to (ii)the aggregate number of BACs outstanding on the last day of such month.

 

Partnership allocationsand distributions are described on pages 107 to 112 of the Prospectus, assupplemented, which are incorporated herein by reference.

 

33

----

 

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, 2002.Additional detailed financial information is set forth in the audited financialstatements listed in Item 14 hereof.

 
|                                                                                                                   |   | **March 31,  2002** |       | **March 31,  2001** |   | **March 31,  2000** |   | **March 31,  1999** |       | **March 31,  1998** |   |
|------------------------------------------------------------------------------------------------------------------------|--------|---------------------|------------|---------------------|--------|---------------------|--------|---------------------|------------|---------------------|--------|
| Operations                                                                                                             |   |                |       |                |   |                |   |                |       |                |   |
|                                                                                                                   |   |                |       |                |   |                |   |                |       |                |   |
| Interest &  other Inc                                                                                              |   | $                   | 53,149     |                | $      | 61,179              |   | $                   | 92,529     |                | $      | 110,392 |   | $ | 42,913 |   |
|                                                                                                                   |   |                |       |                |   |                |   |                |       |                |   |
| Share of  Loss  Of Operating Partnerships                                                                         |   | (5,815,333          | )          | (5,981,076          | )      | (5,998,233          | )      | (7,498,353          | )          | (8,573433           | )      |
|                                                                                                                   |   |                |       |                |   |                |   |                |       |                |   |
| Operating Exp                                                                                                          |   | (2,639,786          | )          | (2,834,858          | )      | (2,701,882          | )      | (3,177,618          | )          | (2,783,041          | )      |
|                                                                                                                   |   |                |       |                |   |                |   |                |       |                |   |
| Net Loss                                                                                                               |   | $                   | (8,401,970 | )                   | $      | (8,754,755          | )      | $                   | (8,607,586 | )                   | $      | (10,565,579 | ) | $ | (11,313,561 | ) |
|                                                                                                                   |   |                |       |                |   |                |   |                |       |                |   |
| Net Loss  per BAC                                                                                                 |   | $                   | (.45       | )                   | $      | (.46                | )      | $                   | (.46       | )                   | $      | (.56 | ) | $ | (.60 | ) |
|                                                                                                                   |   |                |       |                |   |                |   |                |       |                |   |
| Balance Sheet                                                                                                          |   |                |       |                |   |                |   |                |       |                |   |
|                                                                                                                   |   |                |       |                |   |                |   |                |       |                |   |
| Total Assets                                                                                                           |   | $                   | 38,568,793 |                | $      | 44,443,818          |   | $                   | 50,584,819 |                | $      | 56,648,106 |   | $ | 64,633,488 |   |
|                                                                                                                   |   |                |       |                |   |                |   |                |       |                |   |
| Total Liabilites                                                                                                       |   | $                   | 24,871,101 |                | $      | 22,344,156          |   | $                   | 19,730,402 |                | $      | 17,186,103 |   | $ | 14,605,906 |   |
|                                                                                                                   |   |                |       |                |   |                |   |                |       |                |   |
| Capital                                                                                                                |   | $                   | 13,697,692 |                | $      | 22,099,662          |   | $                   | 30,854,417 |                | $      | 39,462,003 |   | $ | 50,027,582 |   |
|                                                                                                                   |   |                |       |                |   |                |   |                |       |                |   |
| Other Data                                                                                                             |   |                |       |                |   |                |   |                |       |                |   |
|                                                                                                                   |   |                |       |                |   |                |   |                |       |                |   |
| Credit per BAC  for the Investors Tax Year, for the twelve months ended December 31, 2001,  2000, 1999, 1998 and 1997* |   | $                   | .74        |                | $      | 1.19                |   | $                   | 1.23       |                | $      | 1.39 |   | $ | 1.40 |   |

 

Credit per BAC is a weighted average of all theSeries.  Since each Series has investedas a limited partner in different Operating Partnerships the Credit per BACwill vary slightly from series to series. For more detailed information refer to Item 7. Results of Operations.

 

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Item 7.             Management’s Discussion and Analysis ofFinancial Condition and Results of Operations

 

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 as ofMarch 31, 2002 and on working capital reserves and (ii) cash distributions fromoperations of the Operating Partnerships in which the Partnership hasinvested.  These sources of liquidity,along with the Partnership’s working capital reserve, are available to meet theobligations of the Partnership.  ThePartnership does not anticipate significant cash distributions from operationsof 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, 2002 the Partnership accrued $2,494,377in annual partnership management fees. As of March 31, 2002 the accrued partnership management fees totaled$24,137,301.  Pursuant to thePartnership Agreement, such liabilities will be deferred until the Partnershipreceives sale or refinancing proceeds from Operating Partnerships, and at thattime proceeds from such sales or refinancing will be used to satisfy suchliabilities.  The Partnershipanticipates that there will be sufficient cash to meet future third partyobligations.  The Partnership does notanticipate significant cash distributions in the long or short term fromoperations of the Operating Partnerships.

 

An affiliate of the general partner has advanced $401,715 to thePartnership to pay certain third party operating expenses and to fund advancesto operating partnerships. Of this amount, $14,500 was advanced during thefiscal year ended March 31, 2002 to Series 7. The allocation of the total advanced through March 31, 2002, to four ofthe six series is as follows:  $161,547to Series 7, $4,960 to Series 9,$62,550 to Series 12 and $172,658 to Series14.  These, and any additional advances,will be paid, without interest, from available cash flow, reporting fees, orthe proceeds of the sale or refinancing of the Partnership’s interest inOperating Partnerships.  The Partnershipanticipates that as the Operating Partnerships continue to mature, more cashflow and reporting fees will be generated. Cash flow and reporting fees will be added to the Partnership’s workingcapital and will be available to meet future third party obligations of thePartnership.  The Partnership is currentlypursuing, and will continue to pursue, available cash flow and reporting feesand anticipates that the amount collected will be sufficient to cover thirdparty operating expenses.

 

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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 the Partnership.

 

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 were issued bythe Partnership on January 27, 1992.

 

(Series 7).       ThePartnership commenced 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 of theBACs in Series 7 were issued by the Partnership on December 29, 1989.

 

As of March 31, 2002 the net proceeds from the offer and sale of BACsin Series 7 had been used to invest in a total of 14 Operating Partnerships inan aggregate amount of $7,774,651.  ThePartnership has completed payment of all installments of its capitalcontributions to all Operating Partnerships. Series 7 net offering proceeds in the amount of $8,525 remain in workingcapital.

 

(Series 9).       ThePartnership commenced 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 investors admitted as BAC Holders in Series 9.  Offers and sales of BACs in Series 9 werecompleted and the last of the BACs in Series 9 were issued by the Partnershipon April 30, 1990.

 

As of March 31, 2002 the net proceeds from the offer and sale of BACsin Series 9 had been used to invest in a total of 54 Operating Partnerships inan aggregate amount of $31,605,286.  ThePartnership had completed payment of installments of its capital contributionsto the Operating Partnerships.  Series 9net offering proceeds in the amount of $313,102 remain in working capital.

 

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(Series 10).     ThePartnership commenced offering BACs in Series 10 on May 7, 1990.  The Partnership had received and acceptedsubscriptions for $24,288,997 representing 2,428,925 BACs from investors admittedas BAC Holders in Series 10.  Offers andsales of BACs in Series 10 were completed and the last of the BACs in Series 10were issued by the Partnership on August 24, 1990.

 

As of March 31, 2002 the net proceeds from the offer and sale of BACsin Series 10 had been used to invest in a total of 45 Operating Partnerships inan aggregate amount of $18,555,455.  ThePartnership has completed payment of all installments of its capitalcontributions to all of the Operating Partnerships.  Series 10 net offering proceeds in the amount of $146,926 remainin working capital.

 

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

 

During the fiscal year ended March 31, 2002, the Partnership did notuse any of Series 11’s net offering proceeds to pay installments of its capitalcontributions to the Operating Partnerships. As of March 31, 2002 the net proceeds from the offer and sale of BACs inSeries 11 had been used to invest in a total of 40 Operating Partnerships in anaggregate amount of $18,894,372.  ThePartnership has completed payment of all installments of its capitalcontributions to 39 of the 40 Operating Partnerships.  Series 11 net offering proceeds in the amount of $419,241 remainto be used by the Partnership to pay outstanding installments of capitalcontributions to one Operating Partnership and to fund working capitalexpenses.

 

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

 

During the fiscal year ended March 31, 2002, the Partnership did notuse any of Series 12’s net offering proceeds to pay installments of its capitalcontributions to the Operating Partnerships. As of March 31, 2002 the net proceeds from the offer and sale of BACs inSeries 12 had been used to invest in a total of 53 Operating Partnerships in anaggregate amount of $22,356,179.  ThePartnership has completed payment of all installments of its capitalcontributions to 51 of the 53 Operating Partnerships.  Series 12 net offering proceeds in the amount of $48,058 remainto be used by the Partnership to pay outstanding installments of capitalcontributions to two Operating Partnerships and to fund working capitalexpenses.

 

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

 

During the fiscal year ended March 31, 2002, the Partnership did notuse any of Series 14’s net offering proceeds to pay installments of its capitalcontributions to the Operating Partnership. As of March 31, 2002 the net proceeds from the offer and sale of BACs inSeries 14 had been used to invest in a total of 101 Operating Partnerships inan aggregate amount of $42,034,328.  ThePartnership has completed payment of all installments of its capital contributionsto 88 of the 101 Operating Partnerships. Series 14 net offering proceeds in the amount of $608,524 remain to beused by the Partnership to pay outstanding installments of capitalcontributions to Operating Partnerships and to fund working capital expenses.

 

Results of Operations

 

The Partnership incurs an annual partnership management fee payable tothe General Partner and/or its affiliates in an amount equal to 0.5% of theaggregate cost of the Apartment Complexes owned by the Operating Partnerships,less the amount of certain partnership management and reporting fees paid bythe Operating Partnerships.  The annualpartnership management fee charged to operations for the fiscal years endedMarch 31, 2001 and 2000 was $2,258,377 and $2,283,282, respectively. The amountis anticipated to decrease in subsequent fiscal years as the OperatingPartnerships begin to pay annual partnership management fees and reporting feesto the Partnership. The Partnership’s investment objectives do not include receiptof significant cash distributions from the Operating Partnerships in which ithas invested.  The Partnership’sinvestments in Operating Partnerships have been made principally with a viewtowards realization of Federal Housing Tax Credits for allocation to itspartners and BAC holders.

 

All series in Boston Capital Tax Credit Fund II Limited Partnershipexperienced a decrease in the tax credits generated per BAC from calendar year2000 to 2001.  The OperatingPartnerships were allocated tax credits for 10 years.  Based on each Operating Partnership’s lease-up, the total creditscould be spread over as many as 13 years. In cases where the actual number of years is more than 10, the creditsdelivered in the early and later years will be less than the maximum allowableper year.  The decrease in credits fromcalendar year 2000 to 2001 results from the fact that a large number of theOperating Partnerships are in their final years of credit.  The decrease in tax credits generated perBAC is expected to continue until all credits have been realized and taxcredits generated per BAC will be reduced to zero.

 

(Series 7).       Asof March 31, 2002 and 2001, the average Qualified Occupancy for the series was100%.

 

For the tax years ended December 31, 2001 and 2000, the series, intotal, generated $733,886 and $739,261, respectively, in passive income taxlosses that were passed through to the investors, and also provided $.30 and$.51, respectively, in tax credits per BAC to the investors.

 

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As of March 31, 2002 and 2001, Investments in Operating Partnershipsfor Series 7 was $263,837 and $478,143, respectively.  Investments in Operating Partnerships was affected by the way thePartnership accounts for such investments, the equity method.  By using the equity method the Partnershipadjusts its investment cost for its share of each Operating Partnership’sresults of operations and for any distributions received or accrued.

 

For the years ended December 31, 2001 and 2000 Series 7 reflects a netincome (loss) from Operating Partnerships of $103,758 and $(43,679),respectively, adjusted for depreciation which is a non-cash item.  The improved operations are mainly theresult of an increase in rental income due to improved occupancy at one of theOperating Partnerships and insurance collection proceeds recorded to otherincome at another of the Operating Partnerships.

 

The city of Miami Beach issued a safety and health violations notice toMetropole Apartments Associates LP (Metropole Apartments) in the fourth quarterof 2000. The Operating General Partner evaluated the issue, conducted a needsassessment on the property, provided funding for corrective actions and hasaddressed as many of the issues as possible. At this time the managementcompany reports that the issues have been satisfactorily addressed. TheResidential section of the property has now achieved an occupancy rate of 95%and rent collections are strong. In addition, the leasing activity remains verystrong. The Investment General Partner will continue to monitor thispartnership.

 

(Series 9).       Asof March 31, 2002 and 2001, the average Qualified Occupancy for the series was99.8% and 99.6%, respectively. The series had a total of 55 properties as ofMarch 31, 2002, of which 52 were at 100% qualified occupancy.

 

For the tax years ended December 31, 2001 and 2000, the series, intotal, generated $2,940,626 and $3,100,353, respectively, in passive income taxlosses that were passed through to the investors, and also provided $.27 and$.81, respectively, in tax credits per BAC to the investors.

 

As of March 31, 2002 and 2001, the Investments in OperatingPartnerships for Series 9 was $4,855,583 and $6,138,711, respectively.Investments in Operating Partnerships was affected by the way the Partnershipaccounts for such investments, the equity method.  By using the equity method the Partnership adjusts its investmentcost for its share of each Operating Partnership’s results of operations andfor any distributions received or accrued.

 

For the years ended December 31, 2001 and 2000 Series 9 reflects a netincome from Operating Partnerships of $251,551 and $915,412, respectively,adjusted for depreciation which is a non-cash item.  The reduction in adjusted net income is mainly the result of thechange in operations for two of the operating partnerships.  One of the Operation Partnerships reportedother income in the prior year that resulted from the write-off of previouslyaccrued management fees. Another Operating Partnerships had a significantincrease in maintenance expenses in the current year due to costs for repairsto the roof, parking lot and HVAC units.

 

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In April of 2000, School Street II Limited Partnership (School StreetApts. II) inserted Marshall School Street II, LLC as the Operating GeneralPartner and property management company. Since taking control, the management company has completed the capitalimprovements program and improved the tenant selection criteria. As a result,occupancy has increased and stabilized. During 2001, the averaged occupancy was98% and the first quarter of 2002 averaged 99%.  The improved occupancy and tenant selection criteria increasedcash flow significantly in 2001, but operations remained below breakeven due tohigh operating expenses.  During 2001operating expenses declined by 26% versus 2000.  The Operating General Partner continues to fund any operatingcash deficits. The mortgage, taxes, insurance and accounts payables arecurrent.

 

The Operating Partnership Glennwood Hotel Investors (Glennwood Hotel)operated with an average occupancy of 62% for the year 2001. During the firstquarter 2002 occupancy averaged 63%.  Asa result of the high vacancy rate it is not anticipated that the property willachieve breakeven operations in 2002. The area has an oversupply of affordablerental housing, including new Section 8 projects, which has negatively impactedthe property.  Without significantstructural improvements that are at this time physically and financiallyunfeasible, the property will not be able to compete effectively in the market.The management agent continues to market the available units to the housingauthority as well as performing various outreach efforts to attract qualifiedresidents. The Operating General Partner continues to financially support thepartnership. The mortgage, taxes, insurance and payables are current. TheInvestment General Partner continues to monitor this situation to ensure theproperty reaches the end of the tax credit compliance period.

 

Warrensburg Estates Limited Partnership (Warrensburg Estates), locatedin Warrensburg, Missouri, operated below breakeven during the first quarter of2002.  The main reason for the operatingdeficits was low occupancy, which averaged 69% for the quarter.  At March 31, 2002, however, occupancy hadincreased to 78%.  The poor occupancywas the result of the public’s inaccurate perception that the property is anursing home.  In addition, occupancyhas been impacted by the lack of rental assistance and increasedcompetition.  Current management, whichtook over at the beginning of 2001, has been working with local civicorganizations in an effort to change the image of the property.  The management company has also beenadvertising in local newspapers and contacting churches and local seniororganizations in an effort to increase occupancy.  Payment of the management fee has been deferred in order to keepthe taxes, insurance and mortgage for the property current.

 

(Series 10).     Asof March 31, 2002 and 2001, the average Qualified Occupancy for the series was99.9%. The series had a total of 45 properties at March 31, 2002, of which 44were at 100% qualified occupancy.

 

For the tax years ended December 31, 2001 and 2000 the series, intotal, generated $1,575,629 and $1,084,847, respectively, in passive income taxlosses that were passed through to the investors, and also provided $.40 and$1.30, respectively, in tax credits per BAC to the investors.

 

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As of March 31, 2002 and 2001, the Investments in OperatingPartnerships for Series 10 was $5,996,854 and $6,416,705, respectively.  Investments in Operating Partnerships wasaffected by the way the Partnership accounts for such investments, the equitymethod.  By using the equity method thePartnership adjusts its investment cost for its share of each OperatingPartnership’s results of operations and for any distributions received oraccrued.

 

For the years ended December 31, 2001 and 2000 Series 10 reflects netincome from Operating Partnerships of $1,220,310 and $1,270,053, respectively,adjusted for depreciation which is a non cash item.

 

The 1999, 2000 and 2001 audited financial statements for ChuckatuckSquare (Chuckatuck Square) were prepared assuming the partnership wouldcontinue as a Going Concern. Despite high occupancy, the property had sufferedfrom excessive bad debt expenses due to the seasonal nature of employmentopportunities in the local economy. As a result, the property was delinquent infunding its replacement reserves. In January of 2000, the partnership entered atwo-year workout plan with Rural Development (RD) that allowed for reduced debtservice payments. The workout plan called for funding reserves to coverpreparation of vacant units, payment of insurance and real estate taxes,reduction in monthly debt service and rental assistance for existing residentsto reduce collection problems.  Inaddition, the plan required quarterly reports to be submitted to RD as to theprogress of the workout plan. As part of the workout plan, the partnershipentered into a supplementary payment agreement with RD that called fortwenty-four monthly payments of interest only in the amount of $622, beginningin January 2000. As of December 31 2001, unpaid interest of $28,713 was addedto the mortgage payable.  At December31, 2001 the cumulative unpaid principle and interest, deferred under the plan,amount to $50,513. The management company reports that the property did nothave any bad debt expenses in 2001. The twelve-month average occupancy for theyear ending December 31, 2001 was 92% with a current occupancy level of 97% asof March 2002.  The property nowmaintains a small waiting list and anticipates being able to maintain the highoccupancy.  The workout plan wasconcluded at the end of 2001 and was not renewed.  The Operating General Partner continues to work with RuralDevelopment to permanently restructure the loan terms and/or extend the workoutagreement.

 

Lawton Apartments Company Limited Partnership (Village Commons) hashistorically had occupancy problems, which have resulted in delinquent taxesfor the years 1998, 2000, and 2001. In May of 2002, Rural Development voucheredmortgage funds to pay real estate taxes for 1998, 2000, and 2001.  The vouchered funds will be repaid over theremaining years of the mortgage. Additionally, the local municipality is considering a property taxabatement. Occupancy problems are due to the lack of employment and the highlevel of affordable housing in the area. As of December 31, 2001 occupancy was86%, however, the occupancy decreased to 82% by the end of the first quarter of2002.  The regional property managerexpects 90% physical occupancy by the end of July of 2002.  The management company will continueaggressive outreach programs in an attempt to attract prospective tenants. Themortgage, insurance and payables are current.

 

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Centreville Apartments Company Limited (Wood Hollow Apartments) hashistorically suffered from low occupancy. For 2001, the occupancy averaged 90%, an increase from the prior yearaverage of 87%.  Occupancy remainedunchanged at 90% as of the end of the first quarter of 2002.  The management company believes the primaryreasons for low occupancy were the lack of area employment opportunities and asurplus of apartment communities. Aggressive outreach programs have beenattracting prospective tenants.  In Mayof 2002, Rural Development vouchered mortgage funds to pay real estate taxesfor 1998-2001.  The vouchered funds willbe repaid over remaining years of the mortgage.  The mortgage, insurance and payables are current.

 

(Series 11).     Asof March 31, 2002 and 2001, the average Qualified Occupancy for the series was100%. The series had a total of 40 properties at March 31, 2002, all of whichwere at 100% qualified occupancy.

 

For the tax years ended December 31, 2001 and 2000, the series, intotal, generated $1,815,481 and $1,941,868, respectively, in passive income taxlosses that were passed through to the investors, and also provided $.63 and$1.24, respectively, in tax credits per BAC to the investors

 

As of March 31, 2002 and 2001, Investments in Operating Partnershipsfor Series 11 was $6,453,652 and $7,209,128, respectively.  Investments in Operating Partnerships wasaffected by the way the Partnership accounts for such investments, the equitymethod.  By using the equity method thePartnership adjusts its investment cost for its share of each OperatingPartnership’s results of operations and for any distributions received oraccrued.

 

For the years ended December 31, 2001 and 2000 Series 11 reflects netincome from Operating Partnerships of $765,008 and $866,415, respectively,adjusted for depreciation which is a non-cash item.

 

In June of 2001,the Investment General Partner became aware thatunauthorized distributions in excess of Rural Development’s (mortgage)allowable limits were made to the Operating General Partner of Aspen SquareLimited Partnership (Aspen Square Apartments), Copper Creek Limited Partnership(Copper Creek Apartments) and Sierra Springs Limited Partnership (SierraSprings Apartments). These unauthorized distributions have been classified asreceivables from the Operating General Partner on the Operating Partnershipsaudited financial statements as of December 31, 2001 and 2000. The InvestmentGeneral Partner is actively seeking the immediate return of these funds throughthe Estate of the Operating General Partner. Claims in the name of theindividual Partnerships have been filed against the Estate.  In addition, the Investment General Partneris weighing all available options to expedite the return of the unauthorizeddistributions and continues to monitor the Partnerships.

 

Franklin School Associates (Franklin School Apartments) operated belowbreakeven during the first quarter of 2002. The Operating Partnership is likelyto continue to show deficits with respect to operational issues until funds canbe obtained for required capital improvements. The Operating General Partner iscurrently working with the property manager to develop a

 

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scope of work and to obtain funds for those improvements. Occupancy forthe first quarter 2002 decreased to 83%, down from 90% for all of 2001. Afterobtaining a 100% occupancy during the first quarter of 2001, the property hashad difficulty achieving an occupancy above the low 90’s. The lower thanexpected occupancy stems from both current conditions at the property and inthe local market. In January 2002, the property was cited for housing codeviolations by the Montana Department of Commerce. The citation letter notedseveral areas of deferred maintenance that the property manager is working tocorrect. The Investment General Partner has funded $30,000 through June 2002 tothe partnership, and the mortgage, taxes and insurance are all current. In May2002, a resident of the property was killed by another resident outside thebuilding. The incident resulted in extensive press coverage and has created asense of unease among many tenants. It is likely that the murder will result inhigher turnover and slow leasing in the coming months.

 

The Operating General Partner of London Arms/Lyn Mar Limited (LondonArms Apartments) commissioned a capital needs assessment during the firstquarter of 2001.  Several deferredmaintenance items were identified and were later targeted for completion.  The management company reports that the workis complete at this time.  Theresidential section of the property has achieved an occupancy rate of 98% andthe leasing activity remains very strong. The Investment General Partner will continue to monitor thisPartnership.

 

(Series 12).     Asof March 31, 2002 and 2001, the average Qualified Occupancy for the series was100% and 99.9%, respectively.  Theseries had a total of 53 properties at March 31, 2002, all of which were at100% qualified occupancy.

 

For the tax years ended December 31, 2001 and 2000, the series, intotal, generated $2,475,567 and $1,860,719, respectively, in passive income taxlosses that were passed through to the investors, and also provided $.96 and$1.45, respectively, in tax credits per BAC to the investors.

 

As of March 31, 2002 and 2001, the Investments in OperatingPartnerships for Series 12 was $6,265,977 and $7,243,683, respectively.Investments in Operating Partnerships was affected by the way the Partnershipaccounts for such investments, the equity method.  By using the equity method the Partnership adjusts its investmentcost for its share of each Operating Partnership’s results of operations andfor any distributions received or accrued.

 

For the years ended December 31, 2001 and 2000 Series 12 reflects netincome from Operating Partnerships of $611,187 and $706,390, respectively,adjusted for depreciation which is a non cash item.

 

In June of 2001,the Investment General Partner became aware thatunauthorized distributions in excess of Rural Development’s (mortgage)allowable limits were made to the Operating General Partner of Cananche CreekLimited Partnership (Cananche Creek Apartments) and Shawnee Ridge LimitedPartnership (Shawnee Ridge Apartments). These unauthorized distributions havebeen classified as receivables from the Operating General Partner on theOperating Partnerships audited financial statements as of December 31, 2001 and2000. The Investment General Partner is actively seeking the immediate returnof

 

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these funds through the Estate of the Operating General Partner. Claimsin the name of the individual Partnerships have been filed against theEstate.  In addition, the InvestmentGeneral Partner is weighing all available options to expedite the return of theunauthorized distributions and continues to monitor the partnerships.

 

Union Baptist Plaza, Limited Partnership (Union Baptist PlazaApartments), located in Springfield, Illinois, suffers from below breakevenoperations due to high operating expenses. The 2000 audited financial statement was prepared assuming thePartnership would continue as a Going Concern. The Partnership has suffered recurring operating losses and its totalliabilities exceed its total assets. The property has a history of highoccupancy, however high operating expenses, particularly taxes and utilities,prevent the property from achieving breakeven operations.  Due to the lack of cash flow, the 1999 and2000 property taxes became delinquent and have accrued in the amount of $42,810plus interest.  In the first quarter of2002, the Partnership, working with the lender of the first mortgage, utilizedreserve funds to bring current the delinquent property taxes.  The lender and Investment Partnership arecurrently working on a refinance of the existing loan, which will significantlyimprove the cash flow of the property. The Operating General Partner isactively seeking to transfer its General Partner interest of thisproperty.  Negotiations are on going withthe Springfield Housing Authority as a potential replacement. The goal is tofind a strategic partner, preferably a nonprofit organization that is capableof operating the property more efficiently on a continuing basis.

 

(Series 14).     Asof March 31, 2002 and 2001, the average Qualified Occupancy for the series was99.9% and 99.8%, respectively.  Theseries had a total of 101 properties at March 31, 2002, of which 98 were at100% qualified occupancy.

 

For the tax years ended December 31, 2000 and 1999, the series, intotal, generated $4,650,269 and $4,244,173, respectively, in passive income taxlosses that were passed through to the investors, and also provided $1.26 and$1.39, respectively, in tax credits per BAC to the investors.

 

As of March 31, 2002 and 2001, the Investments in Operating Partnershipsfor Series 14 was $10,611,855 and $12,834,493, respectively.  Investments in Operating Partnerships wasaffected by the way the Partnership accounts for such investments, the equitymethod.  By using the equity method thePartnership adjusts its investment cost for its share of each OperatingPartnership’s results of operations and for any distributions received oraccrued.

 

For the years ended December 31, 2001 and 2000 Series 14 reflects a netincome from Operating Partnerships of $1,326,050 and $1,495,828, respectively,adjusted for depreciation which is a non-cash item.

 

The property owned by Glenhaven Park Partners, A California L.P.(Glenhaven Estates) continues to suffer from excessive operating expensescompared to operating income.  EffectiveOctober 4, 2000, San Mar Properties of Fresno, California assumed the role ofmanagement agent. An affiliate of San Mar Properties, Central Valley AffordableHousing LLC, assumed the General

 

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Partner interest effective December 31, 2000, and is now responsiblefor funding all future operating deficits. In February 2001 the property was no longer able to meet the mortgageobligations.  The Operating GeneralPartner with the assistance from the Investment General Partner attempted torestructure the debt, but was unsuccessful. The Operating General Partner advanced funds to bring five of themortgage notes current.  The OperatingGeneral Partner has agreed to keep these units tax credit compliant.  The mortgage holder with the seven remainingmortgage notes was unwilling to negotiate a restructure of those loans.  Therefore, in an attempt to stay of relieffrom foreclosure on the seven remaining notes, the Partnership filed forChapter 11 bankruptcy protection on October 2, 2001.  The US Trustee approved cash collateral, which permitted thePartnership to remit a reduced monthly mortgage payment to the lender untilJanuary 15, 2002.  The ReorganizationPlan involved bringing current one of the seven delinquent loans in order toremain compliant with IRS Section 42 minimum requirements, thus avoidingdisallowance and full recapture of the tax credits.  This plan has been successful and shortly after January 15tha motion of dismissal of bankruptcy protection was filed by the GeneralPartner.  The bankruptcy was dismissedin February 2002.  The Operating GeneralPartner and Investment Limited Partner attempted negotiations with the lenderto again avoid foreclosure on the remaining units but negotiations were notsuccessful.  The six remaining unitswere foreclosed upon and removed from the Partnership.  As a result of the foreclosure thePartnership will face partial recapture of tax credits previously taken ofapproximately $50,000.  The remainingsix units are 100% occupied as of May 2002. The Partnership has filed for awelfare tax exemption for 2001-2002 and 2002-2003, and is currently awaiting adecision by the state.  If granted, thetax exemption will have a positive effect on the cash flow.

 

The property owned by Haven Park Partners II, A California LP(Glenhaven Park II) continues to suffer from excessive operating expensescompared to operating income. New management put in place in the fourth quarterof 2000 has been successful in maintaining strong occupancy, however theOperating Partnership continues to operate below breakeven.  Management was able to bring operatingexpenses to more acceptable levels in 2001, and although the Partnership didnot cash flow, the deficit was much smaller than in prior years.  The property has filed for welfare taxexemption.  According to the managementcompany the County of Merced has approved the exemption pending the receipt ofadditional Partnership documents.  Ifthe exemption is received, it is expected to be retroactive to 2000 and isexpected to have a positive effect on cash flow.  Physical occupancy at Haven Park II has stabilized at 100%through the first quarter of 2002.

 

The properties owned by Haven Park Partners III, A California L.P.(Glenhaven Park III) and Haven Park Partners IV, A California L.P. (GlenhavenPark IV) continue to suffer from excessive operating expenses compared tooperating income. New management put in place in the fourth quarter of 2000 hasbeen successful in maintaining strong occupancy, however the OperatingPartnerships are not operating at breakeven. Operating expenses remain high, and debt service requirements are morethan 50% of the operating income.  ThePartnerships have filed for welfare tax exemption.  According to the management company the County of Merced hasapproved the exemption pending 

 

45

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the receipt of additional Partnership documentation.  If the exemption is received, it is expectedto be retroactive to 2000.  This isexpected have a positive effect on cash flow. As of March 31, 2002 physical occupancy at Haven Park III and Haven ParkIV was 100% and 97%, respectively.

 

Summer Lane Limited Partnership (Summer Lane Apartments) hashistorically suffered from low occupancy and consequently negative cash flow.The primary cause of the low occupancy has been a lack of rentalassistance.  The Operating GeneralPartner was recently able to secure an additional 5 units of rental assistancefor this property from Rural Development. As a result, the property achieved93% occupancy as March 31, 2002. Operating expenses are within average levelsand the condition of the property appears to be exceptional.  The real estate taxes, though current, arebeing paid by Rural Development as a result of inadequate cash flow from theproperty. The property is making repayment to Rural Development with themonthly mortgage payment. There are no deposits being made to the replacementreserve account. The General Partner has requested that Rural Developmentrestructure the mortgage to reduce the payments and authorize funds for arehabilitation loan.

 

Woodfield Commons Limited Partnership (Rainbow Commons Apartments)received 60-Day letters issued by the IRS stating that the Operating Partnershiphad not met certain IRC Section 42 requirements for the tax years1993-1998.  The 60-Day letters were theresult of an IRS audit of the Operating Partnership’s tenant files.  As a result of their audit, the IRS hasproposed an adjustment that would disallow 100% of past and future taxcredits.  The adjustment would alsoinclude interest and penalties on the past tax credit being disallowed. TheInvestment General Partner and its counsel along with the Operating GeneralPartner and its counsel have filed an appeal and continue ongoing discussionswith the appellate officer. The Investment General Partner believes that theaudit is nearing completion, and while an actual settlement has not yet beenreached, there is a likelihood that the potential disallowance of 100% ofcredits could be reduced by 50% or more. In the absence of a settlement as of the date of this filing, theauditors continue to include a contingency footnote in the annual financialstatement (Note H) which is a part of the most recently filed 10-K dated, March31, 2002.

 

46

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Recent Accounting Statements Not Yet Adopted

 

In August 2001, the Financial Accounting Standards Board issued SFASNo. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets”.  SFAS No. 144 provides accounting guidancefor financial accounting and reporting of impairment or disposal of long-livedassets.  SFAS No.144 supercedes SFAS No.121, “Accounting for the Impairment of Long-Lived Assts and for Long-LivedAssets to be Disposed Of”.  SFAS No. 144is effective for fiscal years beginning after December 15, 2001.  The Managing General Partner does notanticipate that its adoption will have a material effect on the financialposition or results of the operation of the partnership.

 

 
| Item 7A. |   | Quantitative and Qualitative Disclosure About Market  Risk                                                  |
|----------|--------|-------------------------------------------------------------------------------------------------------------|
|     |   |                                                                                                        |
|     |   | Not Applicable                                                                                              |
|     |   |                                                                                                        |
| Item 8.  |   | Financial Statements and Supplementary Data                                                                 |
|     |   |                                                                                                        |
|     |   | The information required by this item is contained  in Part IV, Item 14 of this Annual Report on Form 10-K. |
|     |   |                                                                                                        |
| Item 9.  |   | Changes in and Disagreements with Accountants on  Accounting and Financial Disclosure                       |
|     |   |                                                                                                        |
|     |   | None.                                                                                                       |

 

47

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## PART III

 
| Item 10. |   | Directors and Executive Officers of the Registrant         |
|----------|--------|------------------------------------------------------------|
|     |   |                                                       |
|     |   | (a),  (b),   (c),  (d)  and   (e) |

 

The Partnership has no directors or executives officers of itsown.  The following biographicalinformation is presented for the partners of the General Partners andaffiliates of those partners (including Boston Capital Partners, Inc. (“BostonCapital”)) with principal responsibility for the Partnership’s affairs.

 

***John P. “Jack” Manning****,*age 54, is Co-Founder, President and Chief Executive Officer of Boston CapitalCorporation where he is primarily responsible for strategic planning and busi­nessdevelopment. In addition to his responsibilities at Boston Capital, Mr. Manningis a proactive leader in the industry. He served in 1990 as a member of theMitchell-Danforth Task Force to review and reform the Low Income Housing TaxCredit. He was the founding President of the Affordable Housing Tax CreditCoalition, is a former member of the Board of the National Leased HousingAssociation and sits on the Advisory Board of the publication *Housing andDevelopment Reporter*. During the 1980s he served as a mem­ber of theMassachusetts Housing Policy Committee, as an appointee of the Governor ofMassachusetts.  In addition, Mr. Manninghas testified 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 Program. In 1996, President Clinton appointed him to the President’s AdvisoryCommittee on the Arts at the John F. Kennedy Center for the Performing Arts. In1998, President Clinton also appointed Mr. Manning to the President’s ExportCouncil, which is the premier committee comprised of major corporate CEOs toadvise the President in matters of foreign trade.  Mr. Manning is also a member of the Board of Directors of theJohn F. Kennedy Presidential Library in Boston, and is a member of the Advi­soryBoard of the Woodrow Wilson Institute for International Scholars in Washington,D.C.  Mr. Manning is a graduate ofBoston College.

 

***Richard J. DeAgazio****,*age 57, is Executive Vice President of Boston Capital Corporation, Inc. and isPresident of Boston Capital Services, Inc., Boston Capital’s NASD registeredbroker/dealer.  Mr. DeAgazio formerlyserved on the national Board of Governors of the National Association ofSecurities Dealers (NASD).  He recentlyserved as a member of the National Adjudicatory Council of the NASD.  He was the Vice Chair­man of the NASD’sDistrict 11 Committee, and served as Chair­man of the NASD’s StatutoryDisqualification Subcommittee of the National Business Conduct Committee.  He also served on the NASD State LiaisonCommittee and the Direct Participation Program Committee.  He is a founder and past President of theNational Real Estate Investment Association, past President of the Real EstateSecurities and Syndication Institute (Massachusetts Chapter) and the RealEstate Investment Association.  Prior tojoining Boston Capital in 1981, Mr. DeAgazio was the Senior Vice President andDirector of the Brokerage Division of Dresdner Securities (USA), Inc, aninternational invest­ment banking firm owned by four major European banks, andwas a Vice President of Burgess & Leith/Advest.

 

48

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He has been a member of the Boston Stock Exchange since 1967.  He is on the Board of Directors of CognistarCorporation.  He is a leader in thecommunity and serves on the Board of Trustees of Bunker Hill Community College,the Busi­ness Leaders Council of the Boston Symphony, the Board of Trustees ofJunior Achievement of Northern New England, the Board of Advisors of the RonBurton Training Village and is on the Board of Corporators of NortheasternUniversity.  He graduated fromNortheastern University.

*** ***

***Kevin P. Costello****,*age 56, is Executive Vice President in charge of corporate invest­ments forBoston Capital Partners, Inc. and serves on the firm’s OperatingCommittee.  He is responsible for allcorporate investment activity and has spent over twenty years in the realestate syndication and investment business. Mr. Costello’s prior responsibilities at Boston Capital have involvedthe management of the Acquisitions Department and the structuring anddistribution of conventional and tax credit private placements.  Prior to joining Boston Capital in 1987, heheld senior manage­ment executive positions in companies associated with realestate syndication as well as in the medical electronics industry.  Mr. Costello graduated from StonehillCollege and received his MBA with honors from Rutgers’ Graduate School ofBusiness Administration.

** **

***Jeffrey H. Goldstein****,*age 41, is Chief Operating Officer for Boston Capital Partners, Inc.  Mr. Goldstein is a former member of theBoard of Directors of the Council for Affordable and Rural Housing and formerlyserved as Chairman of the Finance Committee. Prior to joining Boston Capital in1990, Mr. Goldstein was Manager of Finance for A.J. Lane & Co., a realestate development firm, served as Manager for Homeowner Financial Services, afinancial consulting firm, and was an analyst responsible for budgeting andforecasting for the New York City Counsel-Finance Division.  He graduated from the University of Coloradoand received his MBA from Northeastern University.

 
| (f)    |   | Involvement in certain legal proceedings. |
|--------|--------|-------------------------------------------|
|   |   | None                                      |
|   |   |                                      |
| (g)    |   | Promoters  and control persons.           |
|   |   | None                                      |

 

49

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

 

The Partnership has no officers or directors.  However, under the terms of the Amended and Restated Agreementand Certificate of Limited Partnership of the Partnership, the Partnership haspaid or accrued obligations to the General Partner and its affiliates for thefollowing fees during the 2002 fiscal year:

 

An annual partnership management fee based on .5 percent of theaggregate cost of all Apartment Complexes acquired by the OperatingPartnerships, less the amount of certain partnership management and reportingfees paid or payable by the Operating Partnerships, has been accrued as payableto Boston Capital Asset Management Limited Partnership.  The annual partnership management feeaccrued during the year ended March 31, 2002 was $2,494,377.  Accrued fees are payable without interest assufficient funds become available.

 

The Partnership has reimbursed or accrued to an affiliate of theGeneral Partner a total of $71,900 for amounts charged to operations during theyear ended March 31, 2002. The reimbursement includes, but may not be limitedto postage, printing, travel, and overhead allocations.

 
| Item 12.                                                                                                                                                                                                                                                                                             |   | Security Ownership of Certain Beneficial Owners and  Management   |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|-------------------------------------------------------------------|
|                                                                                                                                                                                                                                                                                                 |   |                                                              |
|                                                                                                                                                                                                                                                                                                 |   | (a)    Security ownership of certain beneficial owners. |
|                                                                                                                                                                                                                                                                                                 |   |                                                              |
| As of March 31, 2002, 18,679,738 BACs had been  issued.  No person is known to own  beneficially in excess of 5% of the outstanding BACs in any of the Series.                                                                                                                                  |
|                                                                                                                                                                                                                                                                                                 |   |                                                              |
|                                                                                                                                                                                                                                                                                                 |   | (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 no arrangement known to the Partnership  the operation of which may at a subsequent date result in a change in control  of the Partnership.  There is a  provision in the Limited Partnership Agreement which allows, under certain  circumstances, the ability to change control. |
|                                                                                                                                                                                                                                                                                                      |        |                                                                   |  |  |

 

50

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

 

The Partnership has no officers or directors.  However, under the terms of the public offering, various kinds ofcompensation and fees are payable to the General Partner and its Affiliatesduring the organization and operation of the Partnership.  Additionally, the General Partner willreceive distributions from the Partnership if there is cash available fordistribution or residual proceeds as defined in the Partnership Agreement.  The amounts and kinds of compensation andfees are described on pages 32 to 33 of the Prospectus under the caption“Compensation and Fees”, which is incorporated herein by reference.  See Note B of Notes to Financial Statementsin Item 14 of this Annual Report on Form 10-K for amounts accrued or paid to theGeneral Partner and its affiliates during the period from April 1, 1995 throughMarch 31, 2002.

 
|                                                                         |   | (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.                                                             |

 

51

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PART IV

 
| Item 14. |   | Exhibits, Financial Statement Schedules, and Reports  on Form 8-K                                                                                                                                                                                                                                                                                   |
|----------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|     |   |                                                                                                                                                                                                                                                                                                                                                |
|     |   | (a)   1 and  2. Financial Statements and Financial Statement Schedules                                                                                                                                                                                                                                                                    |
|     |   |                                                                                                                                                                                                                                                                                                                                                |
|     |   | Independent Auditors’ Report                                                                                                                                                                                                                                                                                                                   |
|     |   |                                                                                                                                                                                                                                                                                                                                                |
|     |   | Balance Sheets, March 31, 2002 and 2001                                                                                                                                                                                                                                                                                                             |
|     |   |                                                                                                                                                                                                                                                                                                                                                |
|     |   | Statement of Operations, Years ended  March 31, 2002, 2001, and 2000.                                                                                                                                                                                                                                                                               |
|     |   |                                                                                                                                                                                                                                                                                                                                                |
|     |   | Statements of Changes in Partners’  Capital, Years ended March 31, 2002, 2001 and 2000.                                                                                                                                                                                                                                                        |
|     |   |                                                                                                                                                                                                                                                                                                                                                |
|     |   | Statements of Cash Flows, Years ended  March 31, 2002, 2001 and 2000.                                                                                                                                                                                                                                                                               |
|     |   |                                                                                                                                                                                                                                                                                                                                                |
|     |   | Notes to  Financial Statements, March 31, 2002, 2001 and 2000.                                                                                                                                                                                                                                                                                      |
|     |   |                                                                                                                                                                                                                                                                                                                                                |
|     |   | 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.                                                                                                                                                   |
|     |   |                                                                                                                                                                                                                                                                                                                                                |
|     |   | (a)  3.    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.) |
|     |   |                                                                                                                                                                                                                                                                                                                                                |

 

52

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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. 33-30145on Form S-11 as filed with  the Securities and Exchange Commission on October 25, 1989.)                                                                  |
|   |   |                                                                                                                                                                                                                                                                                                                                              |
|   |   | Exhibit  No. 13 -                                                                                                                                                                                                                                                                                                                                 |
|   |   | a.       Financial Statements                                                                                                                                                                                                                                                                                       |
|   |   |                                                                                                                                                                                                                                                                                                                                              |
|   |   | Exhibit  No. 99 - Additional exhibits                                                                                                                                                                                                                                                                                                             |
|   |   | a.       Schedule III - Real Estate and  Accumulated Depreciation and Notes to Schedule III                                                                                                                                                                                                                         |
|   |   | b.       Independent Auditors Reports for  Operating Limited Partnerships.                                                                                                                                                                                                                                          |
|   |   |                                                                                                                                                                                                                                                                                                                                              |
|   |   | (b)   Reports on Form 8-K                                                                                                                                                                                                                                                                                                               |
|   |   | No reports on Form 8-K were filed during the  year ended March 31, 2002                                                                                                                                                                                                                                                                           |
|   |   |                                                                                                                                                                                                                                                                                                                                              |
|   |   | (c)   Exhibits                                                                                                                                                                                                                                                                                                                          |
|   |   | The  list of exhibits required by Item 601 of Regulation S-K is included in Item  (a)(3).                                                                                                                                                                                                                                                         |
|   |   |                                                                                                                                                                                                                                                                                                                                              |
|   |   | (d)   Financial Statement Schedules                                                                                                                                                                                                                                                                                                     |
|   |   | See  Item (a) 1 and 2 above.                                                                                                                                                                                                                                                                                                                      |
|   |   |                                                                                                                                                                                                                                                                                                                                              |
|   |   | (e)   Independent Auditors’ Reports for  Operating Limited Partnerships.                                                                                                                                                                                                                                                           |

 

53

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## SIGNATURES

 

Pursuant to the requirements of Section 13 of the Securities ExchangeAct of 1934, the Partnership has duly caused this Report to be signed on itsbehalf by the undersigned, 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 12, 2002 | By:                                                    | /s/ John P. Manning |   |
|                |                                                   |   |
|                |                                                   | John P. Manning |

 

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

 
| **DATE:**     |   | **SIGNATURE:**      |   | **TITLE:**                    |
|---------------|--------|---------------------|--------|-------------------------------|
|          |   |                |   |                          |
| July 12, 2002 |   | /s/ John P. Manning |   | Director, President           |
|          |   | John P. Manning     |   | (Principal Executive Officer) |
|          |   |                |   | C&M Management Inc.;      |
|          |   |                |   | Director, President           |
|          |   |                |   | (Principal Executive Officer) |
|          |   |                |   | BCTC II Assignor Corp.        |

 

54

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