**Exhibit 13**

 

 

FINANCIAL STATEMENTS AND

INDEPENDENT AUDITORS’ REPORT

 

**BOSTON CAPITAL TAX CREDIT FUND II**

**LIMITED PARTNERSHIP -**

**SERIES 7, 9 THROUGH 12, AND 14**

 

MARCH 31, 2009 AND 2008

 

----

 

TABLE OF CONTENTS

 
| ** **                                                 | ** ** | **PAGE** |
|------------------------------------------------------------|------------|----------|
|                                                       |       |     |
| REPORT  OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM   |       | F-3      |
|                                                       |       |     |
| FINANCIAL  STATEMENTS                                      |       |     |
|                                                       |       |     |
| BALANCE SHEETS                                             |       | F-5      |
|                                                       |       |     |
| STATEMENTS OF OPERATIONS                                   |       | F-12     |
|                                                       |       |     |
| STATEMENTS OF CHANGES IN PARTNERS’ CAPITAL  (DEFICIT) |       | F-19     |
|                                                       |       |     |
| STATEMENTS OF CASH FLOWS                                   |       | F-23     |
|                                                       |       |     |
| NOTES TO FINANCIAL STATEMENTS                              |       | F-30     |

 

Schedules not listed are omitted because of the absence of theconditions under which they are required or because the information is includedin the financial statements or the notes thereto.

 

----

 

REPORTOF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Partners

Boston Capital Tax Credit Fund II

Limited Partnership

 

Wehave audited the accompanying balance sheets of Boston Capital Tax Credit FundII Limited Partnership, including Boston Capital Tax Credit Fund II LimitedPartnership - Series 7, Series 9 through 12, and Series 14, in total and foreach series, as of March 31, 2009 and 2008, and the related statements ofoperations, changes in partners’ capital (deficit) and cash flows for the totalpartnership and for each of the series for each of the years in the two-yearperiod ended March 31, 2009. These financial statements are the responsibilityof the partnership’s management.  Ourresponsibility is to express an opinion on these financial statements based onour audits.  We did not audit the financialstatements of certain operating limited partnerships which investmentsrepresent $0 and $1,334,482 of the total partnership assets as of March 31,2009 and 2008, respectively, and $71,858 and $266,690 of the total partnershiploss for the years ended March 31, 2009 and 2008, respectively; of the assetsfor Series 7 as of March 31, 2009 and 2008, $0 and $0, respectively, and of theloss for Series 7 for the years ended March 31, 2009 and 2008, $0 and $0,respectively; of the assets for Series 9 as of March 31, 2009 and 2008, $0 and$0, respectively, and of the loss for Series 9 for the years ended March 31,2009 and 2008, $0 and $0, respectively; of the assets for Series 10 as of March31, 2009 and 2008, $0 and $0, respectively, and of the loss for Series 10 forthe years ended March 31, 2009 and 2008, $0 and $0, respectively; of the assetsfor Series 11 as of March 31, 2009 and 2008, $0 and $1,129,193, respectively,and of the loss for Series 11 for the years ended March 31, 2009 and 2008, $0and $164,076, respectively; of the assets for Series 12 as of March 31, 2009and 2008, $0 and $0, respectively, and of the loss for Series 12 for the yearsended March 31, 2009 and 2008, $0 and $0, respectively; and of the assets forSeries 14 as of March 31, 2009 and 2008, $0 and $205,289, respectively, and ofthe loss for Series 14 for the years ended March 31, 2009 and 2008, $71,858 and$102,614, respectively.  Those statementswere audited by other auditors, whose reports have been furnished to us, andour opinion, insofar as it relates to those operating limited partnerships, isbased solely on the reports of the other auditors.

 

Weconducted our audits in accordance with the standards of the Public CompanyAccounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtainreasonable assurance about whether the financial statements are free ofmaterial misstatement.  The partnershiphas determined that it is not required to have, nor were we engaged to perform,an audit of its internal control over financial reporting.  Our audits included consideration of internalcontrol over financial reporting as a basis for designing audit procedures thatare appropriate in the circumstances, but not for the purpose of expressing an opinionon the effectiveness of the partnership’s internal control over financialreporting.  Accordingly, we express nosuch opinion.  An audit includesexamining, on a test basis, evidence

 

F-3

----

 

supporting the amounts and disclosures in thefinancial statements.  An audit alsoincludes assessing the accounting principles used and significant estimatesmade by management, as well as evaluating the overall financial statementpresentation.  We believe that our auditsand the reports of the other auditors provide a reasonable basis for ouropinion.

 

In ouropinion, based on our audits and the reports of the other auditors, thefinancial statements referred to above present fairly, in all materialrespects, the financial position of Boston Capital Tax Credit Fund II L.P. -Series 7, Series 9 through 12, and Series 14, in total and for each series, asof March 31, 2009 and 2008, and the results of its operations and its cashflows for the total partnership and for each of the series for each of theyears in the two-year period ended March 31, 2009, in conformity withaccounting principles generally accepted in the United States of America.

 

 

**/s/ Reznick Group, P.C.**

REZNICK GROUP, P.C.

 

Bethesda, Maryland

June 30, 2009

 

F-4

----

 

Boston Capital Tax Credit Fund II Limited Partnership -

Series 7, 9 through 12, and 14

 

BALANCE SHEETS

 

March 31, 2009 and 2008

 
| ** **                                                                                                                                                                                                                | ** ** | **Total**   | ** **      |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|-------------|-----------------|
| ** **                                                                                                                                                                                                                | ** ** | **2009**    | ** **      | **2008** | ** ** |
| ASSETS                                                                                                                                                                                                                    |       |
|                                                                                                                                                                                                                      |       |        |            |   |   |
| INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS                                                                                                                                                                             |       | $           | —          |   | $ | 2,010,067 |   |
|                                                                                                                                                                                                                      |       |        |            |   |   |
| OTHER ASSETS                                                                                                                                                                                                              |       |        |            |   |   |
| Cash and cash equivalents                                                                                                                                                                                                 |       | 1,228,984   |            | 1,085,277 |   |
| Deferred acquisition costs, net of accumulated  amortization                                                                                                                                                              |       | —      |            | 504,471 |   |
| Other                                                                                                                                                                                                                     |       | —      |            | 14,138 |   |
|                                                                                                                                                                                                                      |       |        |            |   |   |
|                                                                                                                                                                                                                      |       | $           |  1,228,984 |   | $ | 3,613,953 |   |
|                                                                                                                                                                                                                      |       |        |            |   |   |
| LIABILITIES AND PARTNERS’ CAPITAL (DEFICIT)                                                                                                                                                                          |       |
|                                                                                                                                                                                                                      |       |        |            |   |   |
| LIABILITIES                                                                                                                                                                                                               |       |        |            |   |   |
| Accounts payable - trade                                                                                                                                                                                                  |       | $           | 7,510           |   | $ | 10,669 |   |
| Accounts payable - affiliates                                                                                                                                                                                             |       | 24,162,071  |            | 25,821,618 |   |
| Capital contributions payable                                                                                                                                                                                             |       | 169,997     |            | 201,653 |   |
|                                                                                                                                                                                                                      |       |        |            |   |   |
|                                                                                                                                                                                                                      |       | 24,339,578  |            | 26,033,940 |   |
| PARTNERS’ CAPITAL (DEFICIT)                                                                                                                                                                                          |       |        |            |   |   |
| Assignor limited partner                                                                                                                                                                                                  |       |        |            |   |   |
| Units of limited partnership interest consisting  of 20,000,000 authorized beneficial assignee certificates (BAC), $10 stated  value, 18,679,738 issued and outstanding to the assignees at March 31,  2009 and 2008 |       | —      |            | — |   |
| Limited Partners                                                                                                                                                                                                          |       |        |            |   |   |
| Units of beneficial interest of the limited  partnership interest of the assignor limited partner, 18,679,738 issued and outstanding  at March 31, 2009 and 2008                                                     |       | (21,326,450 | )               | (20,642,748 | ) |
| General partner                                                                                                                                                                                                           |       | (1,784,144  | )               | (1,777,239 | ) |
|                                                                                                                                                                                                                      |       |        |            |   |   |
|                                                                                                                                                                                                                      |       | (23,110,594 | )               | (22,419,987 | ) |
|                                                                                                                                                                                                                      |       |        |            |   |   |
|                                                                                                                                                                                                                      |       | $           |  1,228,984 |   | $ | 3,613,953 |   |

 

(continued)

 

F-5

----

 

Boston Capital Tax Credit Fund II Limited Partnership -

Series 7, 9 through 12, and 14

 

BALANCE SHEETS - CONTINUED

 

March 31, 2009 and 2008

 
| ** **                                                                                                                                                                                                               | ** ** | **Series 7** | ** ** |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|-------------------|------------|
| ** **                                                                                                                                                                                                               | ** ** | **2009**          | ** ** | **2008** | ** ** |
| ASSETS                                                                                                                                                                                                                   |       |
|                                                                                                                                                                                                                     |       |              |       |   |   |
| INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS                                                                                                                                                                            |       | $                 | —     |   | $ | — |   |
|                                                                                                                                                                                                                     |       |              |       |   |   |
| OTHER ASSETS                                                                                                                                                                                                             |       |              |       |   |   |
| Cash and cash equivalents                                                                                                                                                                                                |       | 59,368            |       | 157,566 |   |
| Deferred acquisition costs, net of accumulated  amortization                                                                                                                                                             |       | —            |       | — |   |
| Other                                                                                                                                                                                                                    |       | —            |       | — |   |
|                                                                                                                                                                                                                     |       |              |       |   |   |
|                                                                                                                                                                                                                     |       | $                 | 59,368     |   | $ | 157,566 |   |
|                                                                                                                                                                                                                     |       |              |       |   |   |
| LIABILITIES AND PARTNERS’ CAPITAL (DEFICIT)                                                                                                                                                                         |       |
|                                                                                                                                                                                                                     |       |              |       |   |   |
| LIABILITIES                                                                                                                                                                                                              |       |              |       |   |   |
| Accounts payable - trade                                                                                                                                                                                                 |       | $                 | —     |   | $ | 381 |   |
| Accounts payable - affiliates                                                                                                                                                                                            |       | 215,293           |       | 340,032 |   |
| Capital contributions payable                                                                                                                                                                                            |       | —            |       | — |   |
|                                                                                                                                                                                                                     |       |              |       |   |   |
|                                                                                                                                                                                                                     |       | 215,293           |       | 340,413 |   |
| PARTNERS’ CAPITAL (DEFICIT)                                                                                                                                                                                         |       |              |       |   |   |
| Assignor limited partner                                                                                                                                                                                                 |       |              |       |   |   |
| Units of limited partnership interest consisting  of 20,000,000 authorized beneficial assignee certificates (BAC), $10 stated  value, 1,036,100 issued and outstanding to the assignees at March 31,  2009 and 2008 |       | —            |       | — |   |
| Limited Partners                                                                                                                                                                                                         |       |              |       |   |   |
| Units of beneficial interest of the limited  partnership interest of the assignor limited partner, 1,036,100 issued and outstanding  at March 31, 2009 and 2008                                                     |       | (66,770           | )          | (93,423 | ) |
| General partner                                                                                                                                                                                                          |       | (89,155           | )          | (89,424 | ) |
|                                                                                                                                                                                                                     |       |              |       |   |   |
|                                                                                                                                                                                                                     |       | (155,925          | )          | (182,847 | ) |
|                                                                                                                                                                                                                     |       |              |       |   |   |
|                                                                                                                                                                                                                     |       | $                 | 59,368     |   | $ | 157,566 |   |

 

(continued)

 

F-6

----

 

Boston Capital Tax Credit Fund II Limited Partnership -

Series 7, 9 through 12, and 14

 

BALANCE SHEETS - CONTINUED

 

March 31, 2009 and 2008

 
| ** **                                                                                                                                                                                                               | ** ** | **Series 9** | ** ** |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|-------------------|------------|
| ** **                                                                                                                                                                                                               | ** ** | **2009**          | ** ** | **2008** | ** ** |
| ASSETS                                                                                                                                                                                                                   |       |
|                                                                                                                                                                                                                     |       |              |       |   |   |
| INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS                                                                                                                                                                            |       | $                 | —     |   | $ | — |   |
|                                                                                                                                                                                                                     |       |              |       |   |   |
| OTHER ASSETS                                                                                                                                                                                                             |       |              |       |   |   |
| Cash and cash equivalents                                                                                                                                                                                                |       | 212,194           |       | 149,621 |   |
| Deferred acquisition costs, net of accumulated  amortization                                                                                                                                                             |       | —            |       | 5,604 |   |
| Other                                                                                                                                                                                                                    |       | —            |       | 14,138 |   |
|                                                                                                                                                                                                                     |       |              |       |   |   |
|                                                                                                                                                                                                                     |       | $                 | 212,194    |   | $ | 169,363 |   |
|                                                                                                                                                                                                                     |       |              |       |   |   |
| LIABILITIES AND PARTNERS’ CAPITAL (DEFICIT)                                                                                                                                                                         |       |
|                                                                                                                                                                                                                     |       |              |       |   |   |
| LIABILITIES                                                                                                                                                                                                              |       |              |       |   |   |
| Accounts payable - trade                                                                                                                                                                                                 |       | $                 | —     |   | $ | 381 |   |
| Accounts payable - affiliates                                                                                                                                                                                            |       | 6,245,606         |       | 6,336,281 |   |
| Capital contributions payable                                                                                                                                                                                            |       | —            |       | — |   |
|                                                                                                                                                                                                                     |       |              |       |   |   |
|                                                                                                                                                                                                                     |       | 6,245,606         |       | 6,336,662 |   |
| PARTNERS’ CAPITAL (DEFICIT)                                                                                                                                                                                         |       |              |       |   |   |
| Assignor limited partner                                                                                                                                                                                                 |       |              |       |   |   |
| Units of limited partnership interest consisting  of 20,000,000 authorized beneficial assignee certificates (BAC), $10 stated  value, 4,178,029 issued and outstanding to the assignees at March 31,  2009 and 2008 |       | —            |       | — |   |
| Limited Partners                                                                                                                                                                                                         |       |              |       |   |   |
| Units of beneficial interest of the limited  partnership interest of the assignor limited partner, 4,178,029 issued and  outstanding at March 31, 2009 and 2008                                                     |       | (5,638,240        | )          | (5,770,788 | ) |
| General partner                                                                                                                                                                                                          |       | (395,172          | )          | (396,511 | ) |
|                                                                                                                                                                                                                     |       |              |       |   |   |
|                                                                                                                                                                                                                     |       | (6,033,412        | )          | (6,167,299 | ) |
|                                                                                                                                                                                                                     |       |              |       |   |   |
|                                                                                                                                                                                                                     |       | $                 | 212,194    |   | $ | 169,363 |   |

 

(continued)

 

F-7

----

 

Boston Capital Tax Credit Fund II Limited Partnership -

Series 7, 9 through 12, and 14

 

BALANCE SHEETS - CONTINUED

 

March 31, 2009 and 2008

 
| ** **                                                                                                                                                                                                               | ** ** | **Series 10** | ** ** |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|--------------------|------------|
| ** **                                                                                                                                                                                                               | ** ** | **2009**           | ** ** | **2008** | ** ** |
| ASSETS                                                                                                                                                                                                                   |       |
|                                                                                                                                                                                                                     |       |               |       |   |   |
| INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS                                                                                                                                                                            |       | $                  | —     |   | $ | 126,503 |   |
|                                                                                                                                                                                                                     |       |               |       |   |   |
| OTHER ASSETS                                                                                                                                                                                                             |       |               |       |   |   |
| Cash and cash equivalents                                                                                                                                                                                                |       | 120,636            |       | 152,374 |   |
| Deferred acquisition costs, net of accumulated  amortization                                                                                                                                                             |       |               |       | 29,873 |   |
| Other                                                                                                                                                                                                                    |       | —             |       | — |   |
|                                                                                                                                                                                                                     |       |               |       |   |   |
|                                                                                                                                                                                                                     |       | $                  | 120,636    |   | $ | 308,750 |   |
|                                                                                                                                                                                                                     |       |               |       |   |   |
| LIABILITIES AND PARTNERS’ CAPITAL (DEFICIT)                                                                                                                                                                         |       |
|                                                                                                                                                                                                                     |       |
| LIABILITIES                                                                                                                                                                                                              |       |               |       |   |   |
| Accounts payable - trade                                                                                                                                                                                                 |       | $                  | —     |   | $ | 381 |   |
| Accounts payable - affiliates                                                                                                                                                                                            |       | 2,936,241          |       | 2,939,452 |   |
| Capital contributions payable                                                                                                                                                                                            |       | —             |       | — |   |
|                                                                                                                                                                                                                     |       |               |       |   |   |
|                                                                                                                                                                                                                     |       | 2,936,241          |       | 2,939,833 |   |
| PARTNERS’ CAPITAL (DEFICIT)                                                                                                                                                                                         |       |               |       |   |   |
| Assignor limited partner                                                                                                                                                                                                 |       |               |       |   |   |
| Units of limited partnership interest consisting  of 20,000,000 authorized beneficial assignee certificates (BAC), $10 stated  value, 2,428,925 issued and outstanding to the assignees at March 31,  2009 and 2008 |       | —             |       | — |   |
| Limited Partners                                                                                                                                                                                                         |       |               |       |   |   |
| Units of beneficial interest of the limited  partnership interest of the assignor limited partner, 2,428,925 issued and outstanding  at March 31, 2009 and 2008                                                     |       | (2,592,536         | )          | (2,409,859 | ) |
| General partner                                                                                                                                                                                                          |       | (223,069           | )          | (221,224 | ) |
|                                                                                                                                                                                                                     |       |               |       |   |   |
|                                                                                                                                                                                                                     |       | (2,815,605         | )          | (2,631,083 | ) |
|                                                                                                                                                                                                                     |       |               |       |   |   |
|                                                                                                                                                                                                                     |       | $                  | 120,636    |   | $ | 308,750 |   |

 

(continued)

 

F-8

----

 

Boston Capital Tax Credit Fund II Limited Partnership -

Series 7, 9 through 12, and 14

 

BALANCE SHEETS - CONTINUED

 

March 31, 2009 and 2008

 
| ** **                                                                                                                                                                                                               | ** ** | **Series 11** | ** ** |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|--------------------|------------|
| ** **                                                                                                                                                                                                               | ** ** | **2009**           | ** ** | **2008** | ** ** |
| ASSETS                                                                                                                                                                                                                   |       |
|                                                                                                                                                                                                                     |       |               |       |   |   |
| INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS                                                                                                                                                                            |       | $                  | —     |   | $ | 1,172,660 |   |
|                                                                                                                                                                                                                     |       |               |       |   |   |
| OTHER ASSETS                                                                                                                                                                                                             |       |               |       |   |   |
| Cash and cash equivalents                                                                                                                                                                                                |       | 246,366            |       | 149,771 |   |
| Deferred acquisition costs, net of accumulated  amortization                                                                                                                                                             |       | —             |       | 21,964 |   |
| Other                                                                                                                                                                                                                    |       | —             |       | — |   |
|                                                                                                                                                                                                                     |       |               |       |   |   |
|                                                                                                                                                                                                                     |       | $                  | 246,366    |   | $ | 1,344,395 |   |
|                                                                                                                                                                                                                     |       |               |       |   |   |
| LIABILITIES AND PARTNERS’ CAPITAL (DEFICIT)                                                                                                                                                                         |       |
|                                                                                                                                                                                                                     |       |
| LIABILITIES                                                                                                                                                                                                              |       |               |       |   |   |
| Accounts payable - trade                                                                                                                                                                                                 |       | $                  | 10         |   | $ | 411 |   |
| Accounts payable - affiliates                                                                                                                                                                                            |       | 2,824,763          |       | 2,938,146 |   |
| Capital contributions payable                                                                                                                                                                                            |       | —             |       | — |   |
|                                                                                                                                                                                                                     |       |               |       |   |   |
|                                                                                                                                                                                                                     |       | 2,824,773          |       | 2,938,557 |   |
| PARTNERS’ CAPITAL (DEFICIT)                                                                                                                                                                                         |       |               |       |   |   |
| Assignor limited partner                                                                                                                                                                                                 |       |               |       |   |   |
| Units of limited partnership interest consisting  of 20,000,000 authorized beneficial assignee certificates (BAC), $10 stated  value, 2,489,599 issued and outstanding to the assignees at March 31,  2009 and 2008 |       | —             |       | — |   |
| Limited Partners                                                                                                                                                                                                         |       |               |       |   |   |
| Units of beneficial interest of the limited  partnership interest of the assignor limited partner, 2,489,599 issued and outstanding  at March 31, 2009 and 2008                                                     |       | (2,337,938         | )          | (1,363,535 | ) |
| General partner                                                                                                                                                                                                          |       | (240,469           | )          | (230,627 | ) |
|                                                                                                                                                                                                                     |       |               |       |   |   |
|                                                                                                                                                                                                                     |       | (2,578,407         | )          | (1,594,162 | ) |
|                                                                                                                                                                                                                     |       |               |       |   |   |
|                                                                                                                                                                                                                     |       | $                  | 246,366    |   | $ | 1,344,395 |   |

 

(continued)

 

F-9

----

 

Boston Capital Tax Credit Fund II Limited Partnership -

Series 7, 9 through 12, and 14

 

BALANCE SHEETS - CONTINUED

 

March 31, 2009 and 2008

 
| ** **                                                                                                                                                                                                               | ** ** | **Series 12** | ** ** |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|--------------------|------------|
| ** **                                                                                                                                                                                                               | ** ** | **2009**           | ** ** | **2008** | ** ** |
| ASSETS                                                                                                                                                                                                                   |       |
|                                                                                                                                                                                                                     |       |               |       |   |   |
| INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS                                                                                                                                                                            |       | $                  | —     |   | $ | — |   |
|                                                                                                                                                                                                                     |       |               |       |   |   |
| OTHER ASSETS                                                                                                                                                                                                             |       |               |       |   |   |
| Cash and cash equivalents                                                                                                                                                                                                |       | 144,823            |       | 105,077 |   |
| Deferred acquisition costs, net of accumulated  amortization                                                                                                                                                             |       | —             |       | 135,193 |   |
| Other                                                                                                                                                                                                                    |       | —             |       | — |   |
|                                                                                                                                                                                                                     |       |               |       |   |   |
|                                                                                                                                                                                                                     |       | $                  | 144,823    |   | $ | 240,270 |   |
|                                                                                                                                                                                                                     |       |               |       |   |   |
| LIABILITIES AND PARTNERS’ CAPITAL (DEFICIT)                                                                                                                                                                         |       |
|                                                                                                                                                                                                                     |       |               |       |   |   |
| LIABILITIES                                                                                                                                                                                                              |       |               |       |   |   |
| Accounts payable - trade                                                                                                                                                                                                 |       | $                  | 7,500      |   | $ | 7,901 |   |
| Accounts payable - affiliates                                                                                                                                                                                            |       | 3,765,206          |       | 4,292,427 |   |
| Capital contributions payable                                                                                                                                                                                            |       | 9,241              |       | 9,241 |   |
|                                                                                                                                                                                                                     |       |               |       |   |   |
|                                                                                                                                                                                                                     |       | 3,781,947          |       | 4,309,569 |   |
| PARTNERS’ CAPITAL (DEFICIT)                                                                                                                                                                                         |       |               |       |   |   |
| Assignor limited partner                                                                                                                                                                                                 |       |               |       |   |   |
| Units of limited partnership interest consisting  of 20,000,000 authorized beneficial assignee certificates (BAC), $10 stated  value, 2,972,795 issued and outstanding to the assignees at March 31,  2009 and 2008 |       | —             |       | — |   |
| Limited Partners                                                                                                                                                                                                         |       |               |       |   |   |
| Units of beneficial interest of the limited  partnership interest of the assignor limited partner, 2,972,795 issued and outstanding  at March 31, 2009 and 2008                                                     |       | (3,349,622         | )          | (3,777,475 | ) |
| General partner                                                                                                                                                                                                          |       | (287,502           | )          | (291,824 | ) |
|                                                                                                                                                                                                                     |       |               |       |   |   |
|                                                                                                                                                                                                                     |       | (3,637,124         | )          | (4,069,299 | ) |
|                                                                                                                                                                                                                     |       |               |       |   |   |
|                                                                                                                                                                                                                     |       | $                  | 144,823    |   | $ | 240,270 |   |

 

(continued)

 

F-10

----

 

Boston Capital Tax Credit Fund II Limited Partnership -

Series 7, 9 through 12, and 14

 

BALANCE SHEETS - CONTINUED

 

March 31, 2009 and 2008

 
| ** **                                                                                                                                                                                                               | ** ** | **Series 14** | ** ** |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|--------------------|------------|
| ** **                                                                                                                                                                                                               | ** ** | **2009**           | ** ** | **2008** | ** ** |
| ASSETS                                                                                                                                                                                                                   |       |
|                                                                                                                                                                                                                     |       |               |       |   |   |
| INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS                                                                                                                                                                            |       | $                  | —     |   | $ | 710,904 |   |
|                                                                                                                                                                                                                     |       |               |       |   |   |
| OTHER ASSETS                                                                                                                                                                                                             |       |               |       |   |   |
| Cash and cash equivalents                                                                                                                                                                                                |       | 445,597            |       | 370,868 |   |
| Deferred acquisition costs, net of accumulated  amortization                                                                                                                                                             |       | —             |       | 311,837 |   |
| Other                                                                                                                                                                                                                    |       | —             |       | — |   |
|                                                                                                                                                                                                                     |       |               |       |   |   |
|                                                                                                                                                                                                                     |       | $                  | 445,597    |   | $ | 1,393,609 |   |
|                                                                                                                                                                                                                     |       |               |       |   |   |
| LIABILITIES AND PARTNERS’ CAPITAL (DEFICIT)                                                                                                                                                                         |       |
|                                                                                                                                                                                                                     |       |               |       |   |   |
| LIABILITIES                                                                                                                                                                                                              |       |               |       |   |   |
| Accounts payable - trade                                                                                                                                                                                                 |       | $                  | —     |   | $ | 1,214 |   |
| Accounts payable - affiliates                                                                                                                                                                                            |       | 8,174,962          |       | 8,975,280 |   |
| Capital contributions payable                                                                                                                                                                                            |       | 160,756            |       | 192,412 |   |
|                                                                                                                                                                                                                     |       |               |       |   |   |
|                                                                                                                                                                                                                     |       | 8,335,718          |       | 9,168,906 |   |
| PARTNERS’ CAPITAL (DEFICIT)                                                                                                                                                                                         |       |               |       |   |   |
| Assignor limited partner                                                                                                                                                                                                 |       |               |       |   |   |
| Units of limited partnership interest consisting  of 20,000,000 authorized beneficial assignee certificates (BAC), $10 stated  value, 5,574,290 issued and outstanding to the assignees at March 31,  2009 and 2008 |       | —             |       | — |   |
| Limited Partners                                                                                                                                                                                                         |       |               |       |   |   |
| Units of beneficial interest of the limited  partnership interest of the assignor limited partner, 5,574,290 issued and outstanding  at March 31, 2009 and 2008                                                     |       | (7,341,344         | )          | (7,227,668 | ) |
| General partner                                                                                                                                                                                                          |       | (548,777           | )          | (547,629 | ) |
|                                                                                                                                                                                                                     |       |               |       |   |   |
|                                                                                                                                                                                                                     |       | (7,890,121         | )          | (7,775,297 | ) |
|                                                                                                                                                                                                                     |       |               |       |   |   |
|                                                                                                                                                                                                                     |       | $                  | 445,597    |   | $ | 1,393,609 |   |

 

See notes to financial statements

 

F-11

----

 

Boston Capital Tax Credit Fund II Limited Partnership -

Series 7, 9 through 12, and 14

 

STATEMENTS OF OPERATIONS

 

Years ended March 31, 2009 and 2008

 
| ** **                                                 | ** ** | **Total** | ** ** |
|------------------------------------------------------------|------------|-----------|------------|
| ** **                                                 | ** ** | **2009**  | ** ** | **2008** | ** ** |
| Income                                                     |       |      |       |   |   |
| Interest income                                            |       | $         | 16,061     |   | $ | 65,935 |   |
| Miscellaneous income                                       |       | 74,795    |       | 81,163 |   |
|                                                       |       |      |       |   |   |
|                                                       |       | 90,856    |       | 147,098 |   |
|                                                       |       |      |       |   |   |
| Share of income (loss) from operating limited partnerships |       | 2,802,461 |       | 1,475,831 |   |
|                                                       |       |      |       |   |   |
| Expenses                                                   |       |      |       |   |   |
| Professional fees                                          |       | 266,353   |       | 246,983 |   |
| Partnership management fee                                 |       | 943,338   |       | 1,125,917 |   |
| Amortization                                               |       | 34,790    |       | 34,792 |   |
| Impairment loss                                            |       | 2,164,675 |       | 143,050 |   |
| General and administrative expenses                        |       | 174,768   |       | 186,561 |   |
|                                                       |       |      |       |   |   |
|                                                       |       | 3,583,924 |       | 1,737,303 |   |
|                                                       |       |      |       |   |   |
| NET INCOME (LOSS)                                          |       | $         | (690,607   | ) | $ | (114,374 | ) |
|                                                       |       |      |       |   |   |
| Net income (loss) allocated to general partner             |       | $         | (6,905     | ) | $ | (1,144 | ) |
|                                                       |       |      |       |   |   |
| Net income (loss) allocated to assignees                   |       | $         | (683,702   | ) | $ | (113,230 | ) |
|                                                       |       |      |       |   |   |
| Net income (loss) per BAC                                  |       | $         | (0.04      | ) | $ | (0.01 | ) |

 

(continued)

 

F-12

----

 

Boston Capital Tax Credit Fund II Limited Partnership -

Series 7, 9 through 12, and 14

 

STATEMENTS OF OPERATIONS - CONTINUED

 

Years ended March 31, 2009 and 2008

 
| ** **                                                 | ** ** | **Series 7** | ** ** |
|------------------------------------------------------------|------------|-------------------|------------|
| ** **                                                 | ** ** | **2009**          | ** ** | **2008** | ** ** |
| Income                                                     |       |              |       |   |   |
| Interest income                                            |       | $                 | 1,685      |   | $ | 6,911 |   |
| Miscellaneous income                                       |       | 1,469             |       | 1,412 |   |
|                                                       |       |              |       |   |   |
| Total income                                               |       | 3,154             |       | 8,323 |   |
|                                                       |       |              |       |   |   |
| Share of income (loss) from operating limited partnerships |       | 57,760            |       | 168,901 |   |
|                                                       |       |              |       |   |   |
| Expenses                                                   |       |              |       |   |   |
| Professional fees                                          |       | 17,861            |       | 18,375 |   |
| Partnership management fee                                 |       | 4,158             |       | 6,660 |   |
| Amortization                                               |       | —            |       | — |   |
| Impairment loss                                            |       | —            |       | — |   |
| General and administrative expenses                        |       | 11,973            |       | 15,469 |   |
|                                                       |       |              |       |   |   |
|                                                       |       | 33,992            |       | 40,504 |   |
|                                                       |       |              |       |   |   |
| NET INCOME (LOSS)                                          |       | $                 | 26,922     |   | $ | 136,720 |   |
|                                                       |       |              |       |   |   |
| Net income (loss) allocated to general partner             |       | $                 | 269        |   | $ | 1,367 |   |
|                                                       |       |              |       |   |   |
| Net income (loss) allocated to assignees                   |       | $                 | 26,653     |   | $ | 135,353 |   |
|                                                       |       |              |       |   |   |
| Net income (loss) per BAC                                  |       | $                 | 0.03       |   | $ | 0.13 |   |

 

(continued)

 

F-13

----

 

Boston Capital Tax Credit Fund II Limited Partnership -

Series 7, 9 through 12, and 14

 

STATEMENTS OF OPERATIONS - CONTINUED

 

Years ended March 31, 2009 and 2008

 
| ** **                                                 | ** ** | **Series 9** | ** ** |
|------------------------------------------------------------|------------|-------------------|------------|
| ** **                                                 | ** ** | **2009**          | ** ** | **2008** | ** ** |
| Income                                                     |       |              |       |   |   |
| Interest income                                            |       | $                 | 2,315      |   | $ | 6,708 |   |
| Miscellaneous income                                       |       | 1,369             |       | 3,488 |   |
|                                                       |       |              |       |   |   |
| Total income                                               |       | 3,684             |       | 10,196 |   |
|                                                       |       |              |       |   |   |
| Share of income (loss) from operating limited partnerships |       | 374,556           |       | 160,198 |   |
|                                                       |       |              |       |   |   |
| Expenses                                                   |       |              |       |   |   |
| Professional fees                                          |       | 43,399            |       | 38,119 |   |
| Partnership management fee                                 |       | 140,850           |       | 267,007 |   |
| Amortization                                               |       | 387               |       | 387 |   |
| Impairment loss                                            |       | 5,217             |       | — |   |
| General and administrative expenses                        |       | 54,500            |       | 34,745 |   |
|                                                       |       |              |       |   |   |
|                                                       |       | 244,353           |       | 340,258 |   |
|                                                       |       |              |       |   |   |
| NET INCOME (LOSS)                                          |       | $                 | 133,887    |   | $ | (169,864 | ) |
|                                                       |       |              |       |   |   |
| Net income (loss) allocated to general partner             |       | $                 | 1,339      |   | $ | (1,699 | ) |
|                                                       |       |              |       |   |   |
| Net income (loss) allocated to assignees                   |       | $                 | 132,548    |   | $ | (168,165 | ) |
|                                                       |       |              |       |   |   |
| Net income (loss) per BAC                                  |       | $                 | 0.03       |   | $ | (0.04 | ) |

 

(continued)

 

F-14

----

 

Boston Capital Tax Credit Fund II Limited Partnership -

Series 7, 9 through 12, and 14

 

STATEMENTS OF OPERATIONS - CONTINUED

 

Years ended March 31, 2009 and 2008

 
| ** **                                                 | ** ** | **Series 10** | ** ** |
|------------------------------------------------------------|------------|--------------------|------------|
| ** **                                                 | ** ** | **2009**           | ** ** | **2008** | ** ** |
| Income                                                     |       |               |       |   |   |
| Interest income                                            |       | $                  | 2,067      |   | $ | 13,096 |   |
| Miscellaneous income                                       |       | 52,245             |       | 45,354 |   |
|                                                       |       |               |       |   |   |
| Total income                                               |       | 54,312             |       | 58,450 |   |
|                                                       |       |               |       |   |   |
| Share of income (loss) from operating limited partnerships |       | 64,931             |       | 371,766 |   |
|                                                       |       |               |       |   |   |
| Expenses                                                   |       |               |       |   |   |
| Professional fees                                          |       | 40,153             |       | 36,201 |   |
| Partnership management fee                                 |       | 104,725            |       | 67,767 |   |
| Amortization                                               |       | 2,060              |       | 2,060 |   |
| Impairment loss                                            |       | 136,419            |       | — |   |
| General and administrative expenses                        |       | 20,408             |       | 25,474 |   |
|                                                       |       |               |       |   |   |
|                                                       |       | 303,765            |       | 131,502 |   |
|                                                       |       |               |       |   |   |
| NET INCOME (LOSS)                                          |       | $                  | (184,522   | ) | $ | 298,714 |   |
|                                                       |       |               |       |   |   |
| Net income (loss) allocated to general partner             |       | $                  | (1,845     | ) | $ | 2,987 |   |
|                                                       |       |               |       |   |   |
| Net income (loss) allocated to assignees                   |       | $                  | (182,677   | ) | $ | 295,727 |   |
|                                                       |       |               |       |   |   |
| Net income (loss) per BAC                                  |       | $                  | (0.08      | ) | $ | 0.12 |   |

 

(continued)

 

F-15

----

 

Boston Capital Tax Credit Fund II Limited Partnership -

Series 7, 9 through 12, and 14

 

STATEMENTS OF OPERATIONS - CONTINUED

 

Years ended March 31, 2009 and 2008

 
| ** **                                                 | ** ** | **Series 11** | ** ** |
|------------------------------------------------------------|------------|--------------------|------------|
| ** **                                                 | ** ** | **2009**           | ** ** | **2008** | ** ** |
| Income                                                     |       |               |       |   |   |
| Interest income                                            |       | $                  | 2,135      |   | $ | 10,274 |   |
| Miscellaneous income                                       |       | 211                |       | 3,609 |   |
|                                                       |       |               |       |   |   |
| Total income                                               |       | 2,346              |       | 13,883 |   |
|                                                       |       |               |       |   |   |
| Share of income (loss) from operating limited partnerships |       | 310,801            |       | 814,501 |   |
|                                                       |       |               |       |   |   |
| Expenses                                                   |       |               |       |   |   |
| Professional fees                                          |       | 37,462             |       | 36,131 |   |
| Partnership management fee                                 |       | 167,516            |       | 195,191 |   |
| Amortization                                               |       | 1,515              |       | 1,515 |   |
| Impairment loss                                            |       | 1,070,008          |       | 143,050 |   |
| General and administrative expenses                        |       | 20,891             |       | 25,788 |   |
|                                                       |       |               |       |   |   |
|                                                       |       | 1,297,392          |       | 401,675 |   |
|                                                       |       |               |       |   |   |
| NET INCOME (LOSS)                                          |       | $                  | (984,245   | ) | $ | 426,709 |   |
|                                                       |       |               |       |   |   |
| Net income (loss) allocated to general partner             |       | $                  | (9,842     | ) | $ | 4,267 |   |
|                                                       |       |               |       |   |   |
| Net income (loss) allocated to assignees                   |       | $                  | (974,403   | ) | $ | 422,442 |   |
|                                                       |       |               |       |   |   |
| Net income (loss) per BAC                                  |       | $                  | (0.39      | ) | $ | 0.17 |   |

 

(continued)

 

F-16

----

 

Boston Capital Tax Credit Fund II Limited Partnership -

Series 7, 9 through 12, and 14

 

STATEMENTS OF OPERATIONS - CONTINUED

 

Years ended March 31, 2009 and 2008

 
| ** **                                                 | ** ** | **Series 12** | ** ** |
|------------------------------------------------------------|------------|--------------------|------------|
| ** **                                                 | ** ** | **2009**           | ** ** | **2008** | ** ** |
| Income                                                     |       |               |       |   |   |
| Interest income                                            |       | $                  | 1,769      |   | $ | 13,574 |   |
| Miscellaneous income                                       |       | 7,168              |       | 8,579 |   |
|                                                       |       |               |       |   |   |
| Total income                                               |       | 8,937              |       | 22,153 |   |
|                                                       |       |               |       |   |   |
| Share of income (loss) from operating limited partnerships |       | 737,990            |       | 54,728 |   |
|                                                       |       |               |       |   |   |
| Expenses                                                   |       |               |       |   |   |
| Professional fees                                          |       | 48,555             |       | 41,542 |   |
| Partnership management fee                                 |       | 107,414            |       | 152,534 |   |
| Amortization                                               |       | 9,323              |       | 9,324 |   |
| Impairment loss                                            |       | 125,870            |       | — |   |
| General and administrative expenses                        |       | 23,590             |       | 29,416 |   |
|                                                       |       |               |       |   |   |
|                                                       |       | 314,752            |       | 232,816 |   |
|                                                       |       |               |       |   |   |
| NET INCOME (LOSS)                                          |       | $                  | 432,175    |   | $ | (155,935 | ) |
|                                                       |       |               |       |   |   |
| Net income (loss) allocated to general partner             |       | $                  | 4,322      |   | $ | (1,559 | ) |
|                                                       |       |               |       |   |   |
| Net income (loss) allocated to assignees                   |       | $                  | 427,853    |   | $ | (154,376 | ) |
|                                                       |       |               |       |   |   |
| Net income (loss) per BAC                                  |       | $                  | 0.14       |   | $ | (0.05 | ) |

 

(continued)

 

F-17

----

** **

Boston Capital Tax Credit Fund II Limited Partnership -

Series 7, 9 through 12, and 14

 

STATEMENTS OF OPERATIONS - CONTINUED

 

Years ended March 31, 2009 and 2008

 
| ** **                                                 | ** ** | **Series 14** | ** ** |
|------------------------------------------------------------|------------|--------------------|------------|
| ** **                                                 | ** ** | **2009**           | ** ** | **2008** | ** ** |
| Income                                                     |       |               |       |   |   |
| Interest income                                            |       | $                  | 6,090      |   | $ | 15,372 |   |
| Miscellaneous income                                       |       | 12,333             |       | 18,721 |   |
|                                                       |       |               |       |   |   |
| Total income                                               |       | 18,423             |       | 34,093 |   |
|                                                       |       |               |       |   |   |
| Share of income (loss) from operating limited partnerships |       | 1,256,423          |       | (94,263 | ) |
|                                                       |       |               |       |   |   |
| Expenses                                                   |       |               |       |   |   |
| Professional fees                                          |       | 78,923             |       | 76,615 |   |
| Partnership management fee                                 |       | 418,675            |       | 436,758 |   |
| Amortization                                               |       | 21,505             |       | 21,506 |   |
| Impairment loss                                            |       | 827,161            |       | — |   |
| General and administrative expenses                        |       | 43,406             |       | 55,669 |   |
|                                                       |       |               |       |   |   |
|                                                       |       | 1,389,670          |       | 590,548 |   |
|                                                       |       |               |       |   |   |
| NET INCOME (LOSS)                                          |       | $                  | (114,824   | ) | $ | (650,718 | ) |
|                                                       |       |               |       |   |   |
| Net income (loss) allocated to general partner             |       | $                  | (1,148     | ) | $ | (6,507 | ) |
|                                                       |       |               |       |   |   |
| Net income (loss) allocated to assignees                   |       | $                  | (113,676   | ) | $ | (644,211 | ) |
|                                                       |       |               |       |   |   |
| Net income (loss) per BAC                                  |       | $                  | (0.02      | ) | $ | (0.12 | ) |

 

See notes to financial statements

 

F-18

----

 

Boston Capital Tax Credit Fund II Limited Partnership -

Series 7, 9 through 12, and 14

 

STATEMENTS OF CHANGES IN PARTNERS’ CAPITAL (DEFICIT)

 

Years ended March 31, 2009 and 2008

 
| **Total**                                             | ** ** | **Assignees** | ** **  | **General  partner** | ** ** | **Total**   | ** ** |
|-------------------------------------------------------|------------|---------------|-------------|----------------------|------------|-------------|------------|
|                                                  |       |          |        |                 |       |        |       |
| Partners’ capital (deficit), March 31, 2007 |       | (20,472,111   | )           | (1,775,516           | )          | (22,247,627 | )          |
|                                                  |       |          |        |                 |       |        |       |
| Net income (loss)                                     |       | (113,230      | )           | (1,144               | )          | (114,374    | )          |
|                                                  |       |          |        |                 |       |        |       |
| Distributions                                         |       | (57,407       | )           | (579                 | )          | (57,986     | )          |
|                                                  |       |          |        |                 |       |        |       |
| Partners’ capital (deficit), March 31, 2008 |       | (20,642,748   | )           | (1,777,239           | )          | (22,419,987 | )          |
|                                                  |       |          |        |                 |       |        |       |
| Net income (loss)                                     |       | (683,702      | )           | (6,905               | )          | (690,607    | )          |
|                                                  |       |          |        |                 |       |        |       |
| Partners’ capital (deficit), March 31, 2009 |       | $             | (21,326,450 | )                    | $          | (1,784,144  | )          | $ | (23,110,594 | ) |
|                                                       |            |               |             |                      |            |             |            |  |  |  |

 

(continued)

 

F-19

----

 

Boston Capital Tax Credit Fund II Limited Partnership -

Series 7, 9 through 12, and 14

 

STATEMENTS OF CHANGES IN PARTNERS’ CAPITAL (DEFICIT) - CONTINUED

 

Years ended March 31, 2009 and 2008

 
| **Series 7**                                     | ** ** | **Assignees** | ** ** | **General  partner** | ** ** | **Total** | ** ** |
|-------------------------------------------------------|------------|---------------|------------|----------------------|------------|-----------|------------|
|                                                  |       |          |       |                 |       |      |       |
| Partners’ capital (deficit), March 31, 2007 |       | (228,776      | )          | (90,791              | )          | (319,567  | )          |
|                                                  |       |          |       |                 |       |      |       |
| Net income (loss)                                     |       | 135,353       |       | 1,367                |       | 136,720   |       |
|                                                  |       |          |       |                 |       |      |       |
| Distributions                                         |       | —        |       | —               |       | —    |       |
|                                                  |       |          |       |                 |       |      |       |
| Partners’ capital (deficit), March 31, 2008 |       | (93,423       | )          | (89,424              | )          | (182,847  | )          |
|                                                  |       |          |       |                 |       |      |       |
| Net income (loss)                                     |       | 26,653        |       | 269                  |       | 26,922    |       |
|                                                  |       |          |       |                 |       |      |       |
| Partners’ capital (deficit), March 31, 2009 |       | $             | (66,770    | )                    | $          | (89,155   | )          | $ | (155,925 | ) |
|                                                       |            |               |            |                      |            |           |            |  |  |  |

 
| **Series 9**                                     | ** ** | **Assignees** | ** ** | **General   partner** | ** ** | **Total**  | ** ** |
|-------------------------------------------------------|------------|---------------|------------|-----------------------|------------|------------|------------|
|                                                  |       |          |       |                  |       |       |       |
| Partners’ capital (deficit), March 31, 2007 |       | (5,602,623    | )          | (394,812              | )          | (5,997,435 | )          |
|                                                  |       |          |       |                  |       |       |       |
| Net income (loss)                                     |       | (168,165      | )          | (1,699                | )          | (169,864   | )          |
|                                                  |       |          |       |                  |       |       |       |
| Distributions                                         |       | —        |       | —                |       | —     |       |
|                                                  |       |          |       |                  |       |       |       |
| Partners’ capital (deficit), March 31, 2008 |       | (5,770,788    | )          | (396,511              | )          | (6,167,299 | )          |
|                                                  |       |          |       |                  |       |       |       |
| Net income (loss)                                     |       | 132,548       |       | 1,339                 |       | 133,887    |       |
|                                                  |       |          |       |                  |       |       |       |
| Partners’ capital (deficit), March 31, 2009 |       | $             | (5,638,240 | )                     | $          | (395,172   | )          | $ | (6,033,412 | ) |
|                                                       |            |               |            |                       |            |            |            |  |  |  |

 

(continued)

 

F-20

----

 

Boston Capital Tax Credit Fund II Limited Partnership -

Series 7, 9 through 12, and 14

 

STATEMENTS OF CHANGES IN PARTNERS’ CAPITAL (DEFICIT) - CONTINUED

 

Years ended March 31, 2009 and 2008

 
| **Series 10**                                    | ** ** | **Assignees** | ** ** | **General  partner** | ** ** | **Total**  | ** ** |
|-------------------------------------------------------|------------|---------------|------------|----------------------|------------|------------|------------|
|                                                  |       |          |       |                 |       |       |       |
| Partners’ capital (deficit), March 31, 2007 |       | (2,674,572    | )          | (223,898             | )          | (2,898,470 | )          |
|                                                  |       |          |       |                 |       |       |       |
| Net income (loss)                                     |       | 295,727       |       | 2,987                |       | 298,714    |       |
|                                                  |       |          |       |                 |       |       |       |
| Distributions                                         |       | (31,014       | )          | (313                 | )          | (31,327    | )          |
|                                                  |       |          |       |                 |       |       |       |
| Partners’ capital (deficit), March 31, 2008 |       | (2,409,859    | )          | (221,224             | )          | (2,631,083 | )          |
|                                                  |       |          |       |                 |       |       |       |
| Net income (loss)                                     |       | (182,677      | )          | (1,845               | )          | (184,522   | )          |
|                                                  |       |          |       |                 |       |       |       |
| Partners’ capital (deficit), March 31, 2009 |       | $             | (2,592,536 | )                    | $          | (223,069   | )          | $ | (2,815,605 | ) |
|                                                       |            |               |            |                      |            |            |            |  |  |  |

 
| **Series 11**                                    | ** ** | **Assignees** | ** ** | **General  partner** | ** ** | **Total**  | ** ** |
|-------------------------------------------------------|------------|---------------|------------|----------------------|------------|------------|------------|
|                                                  |       |          |       |                 |       |       |       |
| Partners’ capital (deficit), March 31, 2007 |       | (1,785,977    | )          | (234,894             | )          | (2,020,871 | )          |
|                                                  |       |          |       |                 |       |       |       |
| Net income (loss)                                     |       | 422,442       |       | 4,267                |       | 426,709    |       |
|                                                  |       |          |       |                 |       |       |       |
| Distributions                                         |       | —        |       | —               |       | —     |       |
|                                                  |       |          |       |                 |       |       |       |
| Partners’ capital (deficit), March 31, 2008 |       | (1,363,535    | )          | (230,627             | )          | (1,594,162 | )          |
|                                                  |       |          |       |                 |       |       |       |
| Net income (loss)                                     |       | (974,403      | )          | (9,842               | )          | (984,245   | )          |
|                                                  |       |          |       |                 |       |       |       |
| Partners’ capital (deficit), March 31, 2009 |       | $             | (2,337,938 | )                    | $          | (240,469   | )          | $ | (2,578,407 | ) |
|                                                       |            |               |            |                      |            |            |            |  |  |  |

 

(continued)

 

F-21

----

 

Boston Capital Tax Credit Fund II Limited Partnership -

Series 7, 9 through 12, and 14

 

STATEMENTS OF CHANGES IN PARTNERS’ CAPITAL (DEFICIT) - CONTINUED

 

Years ended March 31, 2009 and 2008

 
| **Series 12**                                    | ** ** | **Assignees** | ** ** | **General  partner** | ** ** | **Total**  | ** ** |
|-------------------------------------------------------|------------|---------------|------------|----------------------|------------|------------|------------|
|                                                  |       |          |       |                 |       |       |       |
| Partners’ capital (deficit), March 31, 2007 |       | (3,611,488    | )          | (290,148             | )          | (3,901,636 | )          |
|                                                  |       |          |       |                 |       |       |       |
| Net income (loss)                                     |       | (154,376      | )          | (1,559               | )          | (155,935   | )          |
|                                                  |       |          |       |                 |       |       |       |
| Distributions                                         |       | (11,611       | )          | (117                 | )          | (11,728    | )          |
|                                                  |       |          |       |                 |       |       |       |
| Partners’ capital (deficit), March 31, 2008 |       | (3,777,475    | )          | (291,824             | )          | (4,069,299 | )          |
|                                                  |       |          |       |                 |       |       |       |
| Net income (loss)                                     |       | 427,853       |       | 4,322                |       | 432,175    |       |
|                                                  |       |          |       |                 |       |       |       |
| Partners’ capital (deficit), March 31, 2009 |       | $             | (3,349,622 | )                    | $          | (287,502   | )          | $ | (3,637,124 | ) |
|                                                       |            |               |            |                      |            |            |            |  |  |  |

 
| **Series 14**                                    | ** ** | **Assignees** | ** ** | **General  partner** | ** ** | **Total**  | ** ** |
|-------------------------------------------------------|------------|---------------|------------|----------------------|------------|------------|------------|
|                                                  |       |          |       |                 |       |       |       |
| Partners’ capital (deficit), March 31, 2007 |       | (6,568,675    | )          | (540,973             | )          | (7,109,648 | )          |
|                                                  |       |          |       |                 |       |       |       |
| Net income (loss)                                     |       | (644,211      | )          | (6,507               | )          | (650,718   | )          |
|                                                  |       |          |       |                 |       |       |       |
| Distributions                                         |       | (14,782       | )          | (149                 | )          | (14,931    | )          |
|                                                  |       |          |       |                 |       |       |       |
| Partners’ capital (deficit), March 31, 2008 |       | (7,227,668    | )          | (547,629             | )          | (7,775,297 | )          |
|                                                  |       |          |       |                 |       |       |       |
| Net income (loss)                                     |       | (113,676      | )          | (1,148               | )          | (114,824   | )          |
|                                                  |       |          |       |                 |       |       |       |
| Partners’ capital (deficit), March 31, 2009 |       | $             | (7,341,344 | )                    | $          | (548,777   | )          | $ | (7,890,121 | ) |
|                                                       |            |               |            |                      |            |            |            |  |  |  |

 

See notes to financial statements

 

F-22

----

 

Boston Capital TaxCredit Fund II Limited Partnership -

Series 7, 9through 12, and 14

 

STATEMENTS OF CASHFLOWS

 

Years ended March 31,2009 and 2008

 
| ** **                                                                                          | ** ** | **Total**  | ** ** |
|-----------------------------------------------------------------------------------------------------|------------|------------|------------|
| ** **                                                                                          | ** ** | **2009**   | ** ** | **2008** | ** ** |
| Cash  flows from operating activities                                                               |       |       |       |   |   |
| Net  income (loss)                                                                                  |       | $          | (690,607   | ) | $ | (114,374 | ) |
| Adjustments  to reconcile net income (loss) to net cash provided by (used in) operating  activities |       |       |       |   |   |
| Distributions  from operating limited partnerships                                                  |       | 40,601     |       | 72,018 |   |
| Share  of (income) loss from operating limited partnerships                                         |       | (2,802,461 | )          | (1,475,831 | ) |
| Impairment  loss                                                                                    |       | 2,164,675  |       | 143,050 |   |
| Amortization                                                                                        |       | 34,790     |       | 34,792 |   |
| Changes  in assets and liabilities                                                                  |       |       |       |   |   |
| Accounts  payable and accrued expenses                                                              |       | (3,159     | )          | 1,919 |   |
| Accounts  payable - affiliates                                                                      |       | (1,659,547 | )          | (1,860,010 | ) |
| Other  assets                                                                                       |       | —     |       | 329,620 |   |
|                                                                                                |       |       |       |   |   |
| Net  cash provided by (used in) operating activities                                                |       | (2,915,708 | )          | (2,868,816 | ) |
|                                                                                                |       |       |       |   |   |
| Cash  flows from investing activities                                                               |       |       |       |   |   |
| Capital  contributions paid to operating limited partnerships                                       |       | —     |       | (34,692 | ) |
| Proceeds  from disposition of operating limited partnerships                                        |       | 3,059,415  |       | 2,040,907 |   |
|                                                                                                |       |       |       |   |   |
| Net  cash provided by (used in) investing activities                                                |       | 3,059,415  |       | 2,006,215 |   |
|                                                                                                |       |       |       |   |   |
| Cash  flows from financing activities                                                               |       |       |       |   |   |
| Distributions  paid to assignees                                                                    |       | —     |       | (57,986 | ) |
|                                                                                                |       |       |       |   |   |
| Net  cash provided by (used in) financing activities                                                |       | —     |       | (57,986 | ) |
|                                                                                                |       |       |       |   |   |
| NET  INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                               |       | 143,707    |       | (920,587 | ) |
|                                                                                                |       |       |       |   |   |
| Cash  and cash equivalents, beginning                                                               |       | 1,085,277  |       | 2,005,864 |   |
|                                                                                                |       |       |       |   |   |
| Cash  and cash equivalents, end                                                                     |       | $          | 1,228,984  |   | $ | 1,085,277 |   |

 

(continued)

 

F-23

----

 

Boston Capital TaxCredit Fund II Limited Partnership -

Series 7, 9through 12, and 14

 

STATEMENTS OF CASHFLOWS - CONTINUED

 

Years ended March 31,2009 and 2008

 
| ** **                                                                                          | ** ** | **Series 7** | ** ** |
|-----------------------------------------------------------------------------------------------------|------------|-------------------|------------|
| ** **                                                                                          | ** ** | **2009**          | ** ** | **2008** | ** ** |
| Cash  flows from operating activities                                                               |       |              |       |   |   |
| Net  income (loss)                                                                                  |       | $                 | 26,922     |   | $ | 136,720 |   |
| Adjustments  to reconcile net income (loss) to net cash provided by (used in) operating  activities |       |              |       |   |   |
| Distributions  from operating limited partnerships                                                  |       | —            |       | — |   |
| Share  of (income) loss from operating limited partnerships                                         |       | (57,760           | )          | (168,901 | ) |
| Impairment  loss                                                                                    |       | —            |       | — |   |
| Amortization                                                                                        |       | —            |       | — |   |
| Changes  in assets and liabilities                                                                  |       |              |       |   |   |
| Accounts  payable and accrued expenses                                                              |       | (381              | )          | 381 |   |
| Accounts  payable - affiliates                                                                      |       | (124,739          | )          | (493,485 | ) |
| Other  assets                                                                                       |       | —            |       | 326,920 |   |
|                                                                                                |       |              |       |   |   |
| Net  cash provided by (used in) operating activities                                                |       | (155,958          | )          | (198,365 | ) |
|                                                                                                |       |              |       |   |   |
| Cash  flows from investing activities                                                               |       |              |       |   |   |
| Capital  contributions paid to operating limited partnerships                                       |       | —            |       | — |   |
| Proceeds  from disposition of operating limited partnerships                                        |       | 57,760            |       | 168,901 |   |
|                                                                                                |       |              |       |   |   |
| Net  cash provided by (used in) investing activities                                                |       | 57,760            |       | 168,901 |   |
|                                                                                                |       |              |       |   |   |
| Cash  flows from financing activities                                                               |       |              |       |   |   |
| Distributions  paid to assignees                                                                    |       | —            |       | — |   |
|                                                                                                |       |              |       |   |   |
| Net  cash provided by (used in) financing activities                                                |       | —            |       | — |   |
|                                                                                                |       |              |       |   |   |
| NET  INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                               |       | (98,198           | )          | (29,464 | ) |
|                                                                                                |       |              |       |   |   |
| Cash  and cash equivalents, beginning                                                               |       | 157,566           |       | 187,030 |   |
|                                                                                                |       |              |       |   |   |
| Cash  and cash equivalents, end                                                                     |       | $                 | 59,368     |   | $ | 157,566 |   |

 

(continued)

 

F-24

----

 

Boston Capital TaxCredit Fund II Limited Partnership -

Series 7, 9through 12, and 14

 

STATEMENTS OF CASHFLOWS - CONTINUED

 

Years ended March 31,2009 and 2008

 
| ** **                                                                                          | ** ** | **Series 9** | ** ** |
|-----------------------------------------------------------------------------------------------------|------------|-------------------|------------|
| ** **                                                                                          | ** ** | **2009**          | ** ** | **2008** | ** ** |
| Cash  flows from operating activities                                                               |       |              |       |   |   |
| Net  income (loss)                                                                                  |       | $                 | 133,887    |   | $ | (169,864 | ) |
| Adjustments  to reconcile net income (loss) to net cash provided by (used in) operating  activities |       |              |       |   |   |
| Distributions  from operating limited partnerships                                                  |       | —            |       | — |   |
| Share  of (income) loss from operating limited partnerships                                         |       | (374,556          | )          | (160,198 | ) |
| Impairment  loss                                                                                    |       | 5,217             |       | — |   |
| Amortization                                                                                        |       | 387               |       | 387 |   |
| Changes  in assets and liabilities                                                                  |       |              |       |   |   |
| Accounts  payable and accrued expenses                                                              |       | (381              | )          | 381 |   |
| Accounts  payable - affiliates                                                                      |       | (90,675           | )          | 176,961 |   |
| Other  assets                                                                                       |       | —            |       | — |   |
|                                                                                                |       |              |       |   |   |
| Net  cash provided by (used in) operating activities                                                |       | (326,121          | )          | (152,333 | ) |
|                                                                                                |       |              |       |   |   |
| Cash  flows from investing activities                                                               |       |              |       |   |   |
| Capital  contributions paid to operating limited partnerships                                       |       | —            |       | — |   |
| Proceeds  from disposition of operating limited partnerships                                        |       | 388,694           |       | 160,198 |   |
|                                                                                                |       |              |       |   |   |
| Net  cash provided by (used in) investing activities                                                |       | 388,694           |       | 160,198 |   |
|                                                                                                |       |              |       |   |   |
| Cash  flows from financing activities                                                               |       |              |       |   |   |
| Distributions  paid to assignees                                                                    |       | —            |       | — |   |
|                                                                                                |       |              |       |   |   |
| Net  cash provided by (used in) financing activities                                                |       | —            |       | — |   |
|                                                                                                |       |              |       |   |   |
| NET  INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                               |       | 62,573            |       | 7,865 |   |
|                                                                                                |       |              |       |   |   |
| Cash  and cash equivalents, beginning                                                               |       | 149,621           |       | 141,756 |   |
|                                                                                                |       |              |       |   |   |
| Cash  and cash equivalents, end                                                                     |       | $                 | 212,194    |   | $ | 149,621 |   |

 

(continued)

 

F-25

----

 

Boston Capital TaxCredit Fund II Limited Partnership -

Series 7, 9through 12, and 14

 

STATEMENTS OF CASHFLOWS - CONTINUED

 

Years ended March 31,2009 and 2008

 
| ** **                                                                                          | ** ** | **Series 10** | ** ** |
|-----------------------------------------------------------------------------------------------------|------------|--------------------|------------|
| ** **                                                                                          | ** ** | **2009**           | ** ** | **2008** | ** ** |
| Cash  flows from operating activities                                                               |       |               |       |   |   |
| Net  income (loss)                                                                                  |       | $                  | (184,522   | ) | $ | 298,714 |   |
| Adjustments  to reconcile net income (loss) to net cash provided by (used in) operating  activities |       |               |       |   |   |
| Distributions  from operating limited partnerships                                                  |       | 9,108              |       | 13,020 |   |
| Share  of (income) loss from operating limited partnerships                                         |       | (64,931            | )          | (371,766 | ) |
| Impairment  loss                                                                                    |       | 136,419            |       | — |   |
| Amortization                                                                                        |       | 2,060              |       | 2,060 |   |
| Changes  in assets and liabilities                                                                  |       |               |       |   |   |
| Accounts  payable and accrued expenses                                                              |       | (381               | )          | 381 |   |
| Accounts  payable - affiliates                                                                      |       | (3,211             | )          | (538,425 | ) |
| Other  assets                                                                                       |       | —             |       | — |   |
|                                                                                                |       |               |       |   |   |
| Net  cash provided by (used in) operating activities                                                |       | (105,458           | )          | (596,016 | ) |
|                                                                                                |       |               |       |   |   |
| Cash  flows from investing activities                                                               |       |               |       |   |   |
| Capital  contributions paid to operating limited partnerships                                       |       | —             |       | — |   |
| Proceeds  from disposition of operating limited partnerships                                        |       | 73,720             |       | 467,041 |   |
|                                                                                                |       |               |       |   |   |
| Net  cash provided by (used in) investing activities                                                |       | 73,720             |       | 467,041 |   |
|                                                                                                |       |               |       |   |   |
| Cash  flows from financing activities                                                               |       |               |       |   |   |
| Distributions  paid to assignees                                                                    |       | —             |       | (31,327 | ) |
|                                                                                                |       |               |       |   |   |
| Net  cash provided by (used in) financing activities                                                |       | —             |       | (31,327 | ) |
|                                                                                                |       |               |       |   |   |
| NET  INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                               |       | (31,738            | )          | (160,302 | ) |
|                                                                                                |       |               |       |   |   |
| Cash  and cash equivalents, beginning                                                               |       | 152,374            |       | 312,676 |   |
|                                                                                                |       |               |       |   |   |
| Cash  and cash equivalents, end                                                                     |       | $                  | 120,636    |   | $ | 152,374 |   |

 

(continued)

 

F-26

----

 

Boston Capital TaxCredit Fund II Limited Partnership -

Series 7, 9through 12, and 14

 

STATEMENTS OF CASHFLOWS - CONTINUED

 

Years ended March 31,2009 and 2008

 
| ** **                                                                                          | ** ** | **Series 11** | ** ** |
|-----------------------------------------------------------------------------------------------------|------------|--------------------|------------|
| ** **                                                                                          | ** ** | **2009**           | ** ** | **2008** | ** ** |
| Cash  flows from operating activities                                                               |       |               |       |   |   |
| Net  income (loss)                                                                                  |       | $                  | (984,245   | ) | $ | 426,709 |   |
| Adjustments  to reconcile net income (loss) to net cash provided by (used in) operating  activities |       |               |       |   |   |
| Distributions  from operating limited partnerships                                                  |       | 10,269             |       | 14,680 |   |
| Share  of (income) loss from operating limited partnerships                                         |       | (310,801           | )          | (814,501 | ) |
| Impairment  loss                                                                                    |       | 1,070,008          |       | 143,050 |   |
| Amortization                                                                                        |       | 1,515              |       | 1,515 |   |
| Changes  in assets and liabilities                                                                  |       |               |       |   |   |
| Accounts  payable and accrued expenses                                                              |       | (401               | )          | (4,589 | ) |
| Accounts  payable - affiliates                                                                      |       | (113,383           | )          | (858,987 | ) |
| Other  assets                                                                                       |       | —             |       | — |   |
|                                                                                                |       |               |       |   |   |
| Net  cash provided by (used in) operating activities                                                |       | (327,038           | )          | (1,092,123 | ) |
|                                                                                                |       |               |       |   |   |
| Cash  flows from investing activities                                                               |       |               |       |   |   |
| Capital  contributions paid to operating limited partnerships                                       |       | —             |       | (22,528 | ) |
| Proceeds  from disposition of operating limited partnerships                                        |       | 423,633            |       | 1,052,572 |   |
|                                                                                                |       |               |       |   |   |
| Net  cash provided by (used in) investing activities                                                |       | 423,633            |       | 1,030,044 |   |
|                                                                                                |       |               |       |   |   |
| Cash  flows from financing activities                                                               |       |               |       |   |   |
| Distributions  paid to assignees                                                                    |       | —             |       | — |   |
|                                                                                                |       |               |       |   |   |
| Net  cash provided by (used in) financing activities                                                |       | —             |       | — |   |
|                                                                                                |       |               |       |   |   |
| NET  INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                               |       | 96,595             |       | (62,079 | ) |
|                                                                                                |       |               |       |   |   |
| Cash  and cash equivalents, beginning                                                               |       | 149,771            |       | 211,850 |   |
|                                                                                                |       |               |       |   |   |
| Cash  and cash equivalents, end                                                                     |       | $                  | 246,366    |   | $ | 149,771 |   |

 

(continued)

 

F-27

----

 

Boston Capital TaxCredit Fund II Limited Partnership -

Series 7, 9through 12, and 14

 

STATEMENTS OF CASHFLOWS - CONTINUED

 

Years ended March 31,2009 and 2008

 
| ** **                                                                                          | ** ** | **Series 12** | ** ** |
|-----------------------------------------------------------------------------------------------------|------------|--------------------|------------|
| ** **                                                                                          | ** ** | **2009**           | ** ** | **2008** | ** ** |
| Cash  flows from operating activities                                                               |       |               |       |   |   |
| Net  income (loss)                                                                                  |       | $                  | 432,175    |   | $ | (155,935 | ) |
| Adjustments  to reconcile net income (loss) to net cash provided by (used in) operating  activities |       |               |       |   |   |
| Distributions  from operating limited partnerships                                                  |       | —             |       | — |   |
| Share  of (income) loss from operating limited partnerships                                         |       | (737,990           | )          | (54,728 | ) |
| Impairment  loss                                                                                    |       | 125,870            |       | — |   |
| Amortization                                                                                        |       | 9,323              |       | 9,324 |   |
| Changes  in assets and liabilities                                                                  |       |               |       |   |   |
| Accounts  payable and accrued expenses                                                              |       | (401               | )          | 4,151 |   |
| Accounts  payable - affiliates                                                                      |       | (527,221           | )          | (313,736 | ) |
| Other  assets                                                                                       |       | —             |       | 2,700 |   |
|                                                                                                |       |               |       |   |   |
| Net  cash provided by (used in) operating activities                                                |       | (698,244           | )          | (508,224 | ) |
|                                                                                                |       |               |       |   |   |
| Cash  flows from investing activities                                                               |       |               |       |   |   |
| Capital  contributions paid to operating limited partnerships                                       |       | —             |       | (2,164 | ) |
| Proceeds  from disposition of operating limited partnerships                                        |       | 737,990            |       | 124,500 |   |
|                                                                                                |       |               |       |   |   |
| Net  cash provided by (used in) investing activities                                                |       | 737,990            |       | 122,336 |   |
|                                                                                                |       |               |       |   |   |
| Cash  flows from financing activities                                                               |       |               |       |   |   |
| Distributions  paid to assignees                                                                    |       | —             |       | (11,728 | ) |
|                                                                                                |       |               |       |   |   |
| Net  cash provided by (used in) financing activities                                                |       | —             |       | (11,728 | ) |
|                                                                                                |       |               |       |   |   |
| NET  INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                               |       | 39,746             |       | (397,616 | ) |
|                                                                                                |       |               |       |   |   |
| Cash  and cash equivalents, beginning                                                               |       | 105,077            |       | 502,693 |   |
|                                                                                                |       |               |       |   |   |
| Cash  and cash equivalents, end                                                                     |       | $                  | 144,823    |   | $ | 105,077 |   |

 

(continued)

 

F-28

----

 

Boston Capital TaxCredit Fund II Limited Partnership -

Series 7, 9through 12, and 14

 

STATEMENTS OF CASHFLOWS - CONTINUED

 

Years ended March 31,2009 and 2008

 
| ** **                                                                                          | ** ** | **Series 14** | ** ** |
|-----------------------------------------------------------------------------------------------------|------------|--------------------|------------|
| ** **                                                                                          | ** ** | **2009**           | ** ** | **2008** | ** ** |
| Cash  flows from operating activities                                                               |       |               |       |   |   |
| Net  income (loss)                                                                                  |       | $                  | (114,824   | ) | $ | (650,718 | ) |
| Adjustments  to reconcile net income (loss) to net cash provided by (used in) operating  activities |       |               |       |   |   |
| Distributions  from operating limited partnerships                                                  |       | 21,224             |       | 44,318 |   |
| Share  of (income) loss from operating limited partnerships                                         |       | (1,256,423         | )          | 94,263 |   |
| Impairment  loss                                                                                    |       | 827,161            |       | — |   |
| Amortization                                                                                        |       | 21,505             |       | 21,506 |   |
| Changes  in assets and liabilities                                                                  |       |               |       |   |   |
| Accounts  payable and accrued expenses                                                              |       | (1,214             | )          | 1,214 |   |
| Accounts  payable - affiliates                                                                      |       | (800,318           | )          | 167,662 |   |
| Other  assets                                                                                       |       | —             |       | — |   |
|                                                                                                |       |               |       |   |   |
| Net  cash provided by (used in) operating activities                                                |       | (1,302,889         | )          | (321,755 | ) |
|                                                                                                |       |               |       |   |   |
| Cash  flows from investing activities                                                               |       |               |       |   |   |
| Capital  contributions paid to operating limited partnerships                                       |       | —             |       | (10,000 | ) |
| Proceeds  from disposition of operating limited partnerships                                        |       | 1,377,618          |       | 67,695 |   |
|                                                                                                |       |               |       |   |   |
| Net  cash provided by (used in) investing activities                                                |       | 1,377,618          |       | 57,695 |   |
|                                                                                                |       |               |       |   |   |
| Cash  flows from financing activities                                                               |       |               |       |   |   |
| Distributions  paid to assignees                                                                    |       | —             |       | (14,931 | ) |
|                                                                                                |       |               |       |   |   |
| Net  cash provided by (used in) financing activities                                                |       | —             |       | (14,931 | ) |
|                                                                                                |       |               |       |   |   |
| NET  INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                               |       | 74,729             |       | (278,991 | ) |
|                                                                                                |       |               |       |   |   |
| Cash  and cash equivalents, beginning                                                               |       | 370,868            |       | 649,859 |   |
|                                                                                                |       |               |       |   |   |
| Cash  and cash equivalents, end                                                                     |       | $                  | 445,597    |   | $ | 370,868 |   |

 

(continued)

 

F-29

----

 

Boston Capital TaxCredit Fund II Limited Partnership -

Series 7, 9through 12, and 14

 

NOTES TO FINANCIALSTATEMENTS

 

March 31, 2009 and 2008

 

NOTE A - ORGANIZATION ANDSUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Boston Capital Tax CreditFund II Limited Partnership (the “partnership” or “fund”) was formed under thelaws of the State of Delaware on June 28, 1989, for the purpose ofacquiring, holding and disposing of limited partnership interests in operatinglimited partnerships which were to acquire, develop, rehabilitate, operate andown newly constructed, existing or rehabilitated low-income apartment complexeswhich qualify for the Low-Income Housing Tax Credit established by the TaxReform Act of 1986.  Accordingly, theapartment complexes are restricted as to rent charges and operatingmethods.  Certain of the apartment complexesalso qualified for the Historic Rehabilitation Tax Credit for theirrehabilitation of a certified historic structure and are subject to theprovisions of the Internal Revenue Code relating to the RehabilitationInvestment Credit.  The general partnerof the partnership is Boston Capital Associates II Limited Partnership and thelimited partner is BCTC Assignor Corp. II (the “assignor limited partner”).

 

Pursuant to the SecuritiesAct of 1933, the partnership filed a Form S-11 Registration Statement withthe Securities and Exchange Commission, effective October 25, 1989, whichcovered the offering (the “Public Offering”) of the partnership’s beneficialassignee certificates (“BACs”) representing assignments of units of thebeneficial interest of the limited partnership interest of the assignor limitedpartner.  The partnership registered20,000,000 BACs at $10 per BAC for sale to the public in six series.  BACs sold in bulk over $100,000 were offeredto investors at a reduced cost per BAC. The partnership is no longer selling any BACs related to anyseries.  The final closing in Series 14was January 27, 1992.

 

The BACs issued andoutstanding in each series at March 31, 2009 and 2008 are as follows:

 
| ** **     | ** ** | **2009**   | ** ** | **2008**   | ** ** |
|----------------|------------|------------|------------|------------|------------|
| Series 7  |       | 1,036,100  |       | 1,036,100  |       |
| Series 9  |       | 4,178,029  |       | 4,178,029  |       |
| Series 10 |       | 2,428,925  |       | 2,428,925  |       |
| Series 11 |       | 2,489,599  |       | 2,489,599  |       |
| Series 12 |       | 2,972,795  |       | 2,972,795  |       |
| Series 14 |       | 5,574,290  |       | 5,574,290  |       |
|           |       |       |       |       |       |
| Total          |       | 18,679,738 |       | 18,679,738 |       |

 

F-30

----

 

Boston Capital TaxCredit Fund II Limited Partnership -

Series 7, 9through 12, and 14

 

NOTES TO FINANCIALSTATEMENTS - CONTINUED

 

March 31, 2009 and 2008

 

NOTE A - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(Continued)

 

In accordance with the limited partnership agreement, profits, losses,and cash flow (subject to certain priority allocations and distributions) andtax credits are allocated 99% to the assignees and 1% to the general partner.

 

Deferred Acquisition Costs

 

Deferred acquisition costswere being amortized on the straight-line method starting April 1, 1995over 27.5 years (330 months).

 

As of April 1, 1995,the partnership reclassified certain unallocated acquisition costs included inthe investments in operating limited partnerships to deferred acquisitioncosts.  The amounts include $23,920,$94,634 and $47,968 for Series 9, Series 10 and Series 11,respectively.  As of March 31, 2009an impairment loss of $469,681 was recorded and the deferred acquisition costswere written-off to $0.

 

Accumulated amortization as of March 31, 2009 and 2008 is asfollows:

 
| ** **     | ** ** | **2009** | ** ** | **2008** | ** ** |
|----------------|------------|----------|------------|----------|------------|
|           |       |     |       |     |       |
| Series 7  |       | $        | —     |     | $          | — |   |
| Series 9  |       | —   |       | 18,318   |       |
| Series 10 |       | —   |       | 64,765   |       |
| Series 11 |       | —   |       | 26,004   |       |
| Series 12 |       | —   |       | 231,019  |       |
| Series 14 |       | —   |       | 490,868  |       |
|           |       |     |       |     |       |
|           |       | $        | —     |     | $          | 830,974 |   |

 

F-31

----

 

Boston Capital TaxCredit Fund II Limited Partnership -

Series 7, 9through 12, and 14

 

NOTES TO FINANCIALSTATEMENTS - CONTINUED

 

March 31, 2009 and 2008

 

NOTE A - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(Continued)

 

Income Taxes

 

No provision or benefit for income taxes has been included in thesefinancial statements since taxable income or loss passes through to, and isreportable by, the general partner and assignees individually.

 

InJune 2006, the Financial Accounting Standards Board (`FASB”) issuedInterpretation No. 48 “Accounting for Uncertainty in Income Taxes” (FIN48), an interpretation of FASB Statement No. 109. FIN 48 provides guidancefor how uncertain tax positions should be recognized, measured, presented anddisclosed in the financial statements. FIN 48 requires the evaluation of taxpositions taken or expected to be taken in the course of preparing thepartnership’s tax returns to determine whether the tax positions aremore-likely-than-not of being sustained upon examination by the applicable taxauthority, based on the technical merits of the tax position, and thenrecognizing the tax benefit that is more-likely-than-not to be realized. Taxpositions not deemed to meet the more-likely-than-not threshold would berecorded as a tax expense in the current reporting period. As required, thepartnership adopted FIN 48 effective April 1, 2007 and concluded that theeffect is not material to its financial statements. Accordingly, no cumulativeeffect adjustment related to the adoption of FIN 48 was recorded.

 

F-32

----

 

Boston Capital TaxCredit Fund II Limited Partnership -

Series 7, 9through 12, and 14

 

NOTES TO FINANCIALSTATEMENTS - CONTINUED

 

March 31,2009 and 2008

 

NOTE A - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(Continued)

 

Investments in Operating Limited Partnerships

 

The partnership accounts forits investments in operating limited partnerships using the equity method ofaccounting.  Under the equity method ofaccounting, the partnership adjusts its investment cost for its share of eachoperating limited partnership’s results of operations and for any distributionsreceived or accrued.  However, thepartnership recognizes individual operating limited partnership losses only tothe extent that the fund’s share of losses from the operating limitedpartnerships exceeds the carrying amount of the investment and advances tooperating limited partnerships. Unrecognized losses are suspended and offset against future individualoperating limited partnership income.  Nooperating limited partnerships were acquired during 2009 or 2008.

 

Under Emerging Issues TaskForce (EITF) 98-13, after the investment account is reduced to zero,receivables due from the operating limited partnerships are decreased by thefunds’ share of losses and, accordingly a valuation allowance is recordedagainst the receivables.  Accordingly,the partnership recorded a valuation allowance as follows:

 
| ** **     | ** ** | **2009** | ** ** | **2008** | ** ** |
|----------------|------------|----------|------------|----------|------------|
|           |       |     |       |     |       |
| Series 7  |       | $        | —     |     | $          | — |   |
| Series 9  |       | 30,198   |       | 7,845    |       |
| Series 10 |       | 7,664    |       | 15,611   |       |
| Series 11 |       | 76,475   |       | 82,845   |       |
| Series 12 |       | 86,870   |       | 95,557   |       |
| Series 14 |       | 38,356   |       | 41,462   |       |
|           |       |     |       |     |       |
|           |       | $        | 239,563    |     | $          | 243,320 |   |

 

A loss in value of aninvestment in an operating limited partnership other than a temporary declineis recorded as an impairment loss. Impairment is measured by comparing the investment carrying amount tothe sum of the total amount of the remaining tax credits allocated to thepartnership and the estimated residual value of the investment.  In addition,

 

F-33

----

 

Boston Capital TaxCredit Fund II Limited Partnership -

Series 7, 9through 12, and 14

 

NOTES TO FINANCIALSTATEMENTS - CONTINUED

 

March 31,2009 and 2008

 

NOTE A - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(Continued)

 

Investments in Operating Limited Partnerships (Continued)

 

deferred acquisition fees related to each investment are evaluated forimpairment when an impairment loss has reduced an investment balance tozero.  Accordingly, the partnershiprecorded an impairment loss of $2,164,675 and $143,050, during the years ended March 31,2009 and 2008, respectively.

 

Capital contributions to operating limited partnerships are adjusted bytax credit adjusters.  Tax creditadjusters are defined as adjustments to operating limited partnership capitalcontributions due to reductions in actual tax credits from those originallyprojected.  The partnership records taxcredit adjusters as a reduction in investments in operating limitedpartnerships and capital contributions payable.

 

The operating limited partnerships maintain their financial statementsbased on a calendar year and the partnership utilizes a March 31year-end.  The fund records losses andincome from the operating limited partnerships on a calendar year basis whichis not materially different from losses and income generated if the operatinglimited partnerships utilized a March 31 year-end.

 

The partnership records capital contributions payable to the operatinglimited partnerships once there is a binding obligation to fund a specifiedamount.  The operating limitedpartnerships record capital contributions from the partnership when received.

 

The partnership records certain acquisition costs as an increase in itsinvestments in operating limited partnerships. Certain operating limited partnerships have not recorded the acquisitioncosts as a capital contribution from the partnership.  These differences are shown as reconcilingitems in note C.

 

F-34

----

 

Boston Capital TaxCredit Fund II Limited Partnership -

Series 7, 9through 12, and 14

 

NOTES TO FINANCIALSTATEMENTS - CONTINUED

 

March 31, 2009 and 2008

 

NOTE A - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(Continued)

 

Investments in Operating Limited Partnerships (Continued)

 

Asof March 31, 2004, the partnership adopted FASB Interpretation No. 46- Revised (“FIN 46R”), “Consolidation of Variable Interest Entities.”** FIN 46R providesguidance on when a company should include the assets, liabilities, andactivities of a variable interest entity (“VIE”) in its financial statementsand when it should disclose information about its relationship with a VIE. AVIE is a legal structure used to conduct activities or hold assets, which mustbe consolidated by a company if it is the primary beneficiary because itabsorbs the majority of the entity’s expected losses, the majority of theexpected residual returns, or both.

 

Basedon the guidance of FIN 46R, the operating limited partnerships in which thepartnership invests in meet the definition of a VIE.  However, management does not consolidate thepartnership’s interests in these VIEs under FIN 46R, as it is not considered tobe the primary beneficiary.  Thepartnership currently records the amount of its investment in thesepartnerships as an asset in the balance sheets, recognizes its share ofpartnership income or losses in the statements of operations, and discloses howit accounts for material types of these investments in the financial statements.

 

Thepartnership’s balance in investment in operating limited partnerships, plus therisk of recapture of tax credits previously recognized on these investments,represents its maximum exposure to loss. The partnership’s exposure to loss on these partnerships is mitigated bythe condition and financial performance of the underlying properties as well asthe strength of the local general partners and their guarantee against creditrecapture.

 

F-35

----

 

Boston Capital TaxCredit Fund II Limited Partnership -

Series 7, 9through 12, and 14

 

NOTES TO FINANCIALSTATEMENTS - CONTINUED

 

March 31,2009 and 2008

 

NOTE A - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(Continued)

 

# Cash Equivalents

#  

Cash equivalents include money marketaccounts having original maturities at the date of acquisition of three monthsor less.  The carrying amountsapproximate fair value because of the short maturity of these instruments.

 

Fiscal Year

 

For financial reporting purposes, the partnership uses a March 31year-end, whereas for income tax reporting purposes, the partnership uses acalendar year.  The operating limitedpartnerships use a calendar year for both financial and income tax reporting.

 

Net Income (Loss) per Beneficial Assignee Certificate

 

Net income (loss) per beneficial assignee certificate is calculatedbased upon the weighted average number of units outstanding.  The weighted average number of unitsoutstanding in each series at March 31, 2009 and 2008 are as follows:

 
| ** **     | ** ** | **2009**   | ** ** | **2008**   | ** ** |
|----------------|------------|------------|------------|------------|------------|
| Series 7  |       | 1,036,100  |       | 1,036,100  |       |
| Series 9  |       | 4,178,029  |       | 4,178,029  |       |
| Series 10 |       | 2,428,925  |       | 2,428,925  |       |
| Series 11 |       | 2,489,599  |       | 2,489,599  |       |
| Series 12 |       | 2,972,795  |       | 2,972,795  |       |
| Series 14 |       | 5,574,290  |       | 5,574,290  |       |
|           |       |       |       |       |       |
| Total          |       | 18,679,738 |       | 18,679,738 |       |

 

F-36

----

 

Boston Capital TaxCredit Fund II Limited Partnership -

Series 7, 9through 12, and 14

 

NOTES TO FINANCIALSTATEMENTS - CONTINUED

 

March 31,2009 and 2008

 

NOTE A - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(Continued)

 

# Use of Estimates

#  

The preparation of financial statements in conformity with accountingprinciples generally accepted in the United States of America requiresmanagement to make estimates and assumptions that affect the reported amountsof assets and liabilities and disclosure of contingent assets and liabilitiesat the date of the financial statements and the reported amounts of revenue andexpenses during the reporting period. Actual results could differ from those estimates.

 

NOTEB - RELATED PARTY TRANSACTIONS

 

During the years ended March 31,2009 and 2008, the partnership entered into several transactions with variousaffiliates of the general partner, including Boston Capital Partners, Inc.,Boston Capital Holdings Limited Partnership and Boston Capital Asset ManagementLimited Partnership, as follows:

 

Boston Capital AssetManagement Limited Partnership is entitled to an annual partnership managementfee based on .5% of the aggregate cost of all apartment complexes acquired bythe operating limited partnerships, less the amount of certain partnershipmanagement and reporting fees paid or payable by the operating limitedpartnerships.  The aggregate cost iscomprised of the capital contributions made by each series to the operatinglimited partnerships and 99% of the permanent financing at the operatinglimited partnership level.

 

F-37

----

 

Boston Capital TaxCredit Fund II Limited Partnership -

Series 7, 9through 12, and 14

 

NOTES TO FINANCIALSTATEMENTS - CONTINUED

 

March 31,2009 and 2008

 

NOTEB - RELATED PARTY TRANSACTIONS (Continued)

 

The fee is payable withoutinterest as sufficient funds become available from sales or refinancingproceeds from operating limited partnerships.

 

The annual partnership management fee chargedto operations during the years ended March 31, 2009 and 2008 is asfollows:

 
| ** **     | ** ** | **2009** | ** ** | **2008** | ** ** |
|----------------|------------|----------|------------|----------|------------|
|           |       |     |       |     |       |
| Series 7  |       | $        | 5,268      |     | $          | 19,015 |   |
| Series 9  |       | 259,325  |       | 296,961  | ** ** |
| Series 10 |       | 121,789  |       | 161,087  |       |
| Series 11 |       | 211,617  |       | 245,690  |       |
| Series 12 |       | 172,779  |       | 198,649  |       |
| Series 14 |       | 524,682  |       | 575,939  |       |
|           |       |     |       |     |       |
|           |       | $        | 1,295,460  |     | $          | 1,497,341 |   |

 

The reporting fees paid by the operatinglimited partnerships to the partnership for the years ended March 31, 2009and 2008 is as follows:

 
| ** **     | ** ** | **2009** | ** ** | **2008** | ** ** |
|----------------|------------|----------|------------|----------|------------|
|           |       |     |       |     |       |
| Series 7  |       | $        | 1,110      |     | $          | 12,355 |   |
| Series 9  |       | 118,475  |       | 29,954   |       |
| Series 10 |       | 17,064   |       | 93,320   |       |
| Series 11 |       | 44,101   |       | 50,499   |       |
| Series 12 |       | 65,365   |       | 46,115   |       |
| Series 14 |       | 106,007  |       | 139,181  |       |
|           |       |     |       |     |       |
|           |       | $        | 352,122    |     | $          | 371,424 |   |

 

F-38

----

 

Boston Capital TaxCredit Fund II Limited Partnership -

Series 7, 9through 12, and 14

 

NOTES TO FINANCIALSTATEMENTS - CONTINUED

 

March 31,2009 and 2008

 

NOTEB - RELATED PARTY TRANSACTIONS (Continued)

 

Thepartnership management fees paid for the years ended March 31, 2009 and2008 are as follows:

 
| ** **     | ** ** | **2009**  | ** ** | **2008**  | ** ** |
|----------------|------------|-----------|------------|-----------|------------|
|           |       |      |       |      |       |
| Series 7  |       | $         | 22,687     |      | $          | 512,500 |   |
| Series 9  |       | 350,000   |       | 120,000   |       |
| Series 10 |       | 125,000   |       | 699,512   |       |
| Series 11 |       | 325,000   |       | 1,104,677 |       |
| Series 12 |       | 700,000   |       | 449,835   |       |
| Series 14 |       | 1,325,000 |       | 408,277   |       |
|           |       |      |       |      |       |
|           |       | $         | 2,847,687  |      | $          | 3,294,801 |   |

 

An affiliate of the general partner of thepartnership advanced funds to pay some operating expenses of the partnership,and to make advances and/or loans to operating limited partnerships. Theseadvances are included in accounts payable-affiliates. The total advances fromthe affiliate of the general partner to the operating limited partnerships forthe years ended March 31, 2009 and 2008 are as follows:

 
| ** **     | ** ** | **2009** | ** ** | **2008** | ** ** |
|----------------|------------|----------|------------|----------|------------|
|           |       |     |       |     |       |
| Series 7  |       | $        | 215,293    |     | $          | 322,613 |   |
| Series 9  |       | —   |       | —   |       |
| Series 10 |       | —   |       | —   |       |
| Series 11 |       | 99,461   |       | 99,461   |       |
| Series 12 |       | 153,188  |       | 153,188  |       |
| Series 14 |       | 172,658  |       | 172,658  |       |
|           |       |     |       |     |       |
|           |       | $        | 640,600    |     | $          | 747,920 |   |

 

All payables to affiliates will be paid, without interest, from availablecash flow or the proceeds of sales or refinancing of the partnership’sinterests in operating limited partnerships.

 

F-39

----

 

Boston Capital TaxCredit Fund II Limited Partnership -

Series 7, 9through 12, and 14

 

NOTES TO FINANCIALSTATEMENTS - CONTINUED

 

March 31,2009 and 2008

 

NOTEB - RELATED PARTY TRANSACTIONS (Continued)

 

General and administrative expenses incurredby Boston Capital Partners, Inc., Boston Capital Holdings LimitedPartnership and Boston Capital Asset Management Limited Partnership (BCAMLP)during the years ended March 31, 2009 and 2008 charged to each series’operations are as follows:

 
| ** **     | ** ** | **2009** | ** ** | **2008** | ** ** |
|----------------|------------|----------|------------|----------|------------|
|           |       |     |       |     |       |
| Series 7  |       | $        | 7,919      |     | $          | 8,545 |   |
| Series 9  |       | 15,870   |       | 15,821   |       |
| Series 10 |       | 12,421   |       | 13,098   |       |
| Series 11 |       | 12,621   |       | 13,182   |       |
| Series 12 |       | 14,603   |       | 14,703   |       |
| Series 14 |       | 27,212   |       | 28,984   |       |
|           |       |     |       |     |       |
|           |       | $        | 90,646     |     | $          | 94,333 |   |

 

Accounts payable - affiliates at March 31,2009 and 2008 represents general and administrative expenses, partnershipmanagement fees, and may include advances which are payable to Boston CapitalHoldings Limited Partnership and Boston Capital Asset Management LimitedPartnership.  The carrying value ofaccounts payable - affiliates approximates fair value.

 

F-40

----

 

Boston Capital TaxCredit Fund II Limited Partnership -

Series 7, 9through 12, and 14

 

NOTES TO FINANCIALSTATEMENTS - CONTINUED

 

March 31,2009 and 2008

 

NOTE C - INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS

 

At March 31, 2009 and2008, the partnership has limited partnership interests in operating limitedpartnerships which own operating apartment complexes.  During the year ended March 31, 2009,the partnership disposed of its operating limited partnership interest inthree, six, four, five, seven, and twelve of the operating limited partnershipsowned by Series 7, Series 9, Series 10, Series 11, Series 12and Series 14, respectively. During the year ended March 31, 2008,the partnership disposed of its operating limited partnership interest in four,six, eleven, ten, four, and four of the operating limited partnerships owned bySeries 7, Series 9, Series 10, Series 11, Series 12and Series 14, respectively.  Thenumber of operating limited partnerships in which the partnership has limitedpartnership interests at March 31, 2009 and 2008 by series are as follows:

 
| ** **     | ** ** | **2009** | ** ** | **2008** | ** ** |
|----------------|------------|----------|------------|----------|------------|
|           |       |     |       |     |       |
| Series 7  |       | —   |       | 3        |       |
| Series 9  |       | 26       |       | 32       |       |
| Series 10 |       | 18       |       | 22       |       |
| Series 11 |       | 20       |       | 25       |       |
| Series 12 |       | 26       |       | 33       |       |
| Series 14 |       | 63       |       | 75       |       |
|           |       |     |       |     |       |
|           |       | 153      |       | 190      |       |

 

F-41

----

 

Boston Capital TaxCredit Fund II Limited Partnership -

Series 7, 9through 12, and 14

 

NOTES TO FINANCIALSTATEMENTS - CONTINUED

 

March 31,2009 and 2008

 

NOTE C - INVESTMENTS IN OPERATING LIMITEDPARTNERSHIPS (Continued)

 

During the year ended March 31, 2009 thepartnership disposed of thirty-seven of the operating limitedpartnerships.  A summary of thedispositions by Series for March 31, 2009 is as follows:

 
| ** **     | ** ** | **Operating  Partnership  Interest Sold** | ** ** | **Sale of  Underlying  Property** | ** ** | **Partnership  Proceeds from  Disposition** | ** ** | **Gain/(Loss) on  Disposition** | ** ** |
|----------------|------------|-------------------------------------------|------------|-----------------------------------|------------|---------------------------------------------|------------|---------------------------------|------------|
| Series 7  |       | —                                    |       | 3                                 |       | $                                           | 57,760     |                            | $          | 57,760 |   |
| Series 9  |       | —                                    |       | 6                                 |       | 388,694                                     |       | 388,694                         |       |
| Series 10 |       | —                                    |       | 4                                 |       | 73,720                                      |       | 73,720                          |       |
| Series 11 |       | —                                    |       | 5                                 |       | 423,633                                     |       | 423,633                         |       |
| Series 12 |       | —                                    |       | 7                                 |       | 737,990                                     |       | 737,990                         |       |
| Series 14 |       | —                                    |       | 12                                |       | 1,377,618                                   |       | 1,394,678                       |       |
| Total          |       | —                                    |       | 37                                |       | $                                           | 3,059,415  |                            | $          | 3,076,475 |   |

 

During the year ended March 31, 2008 thepartnership disposed of twenty-eight of the operating limitedpartnerships.  A summary of thedispositions by Series for March 31, 2008 is as follows:

 
| ** **     | ** ** | **Operating  Partnership  Interest Sold** | ** ** | **Sale of  Underlying  Property** | ** ** | **Partnership  Proceeds from  Disposition** | ** ** | **Gain/(Loss) on  Disposition** | ** ** |
|----------------|------------|-------------------------------------------|------------|-----------------------------------|------------|---------------------------------------------|------------|---------------------------------|------------|
| Series 7  |       | —                                    |       | 4                                 |       | $                                           | 168,901    |                            | $          | 168,901 |   |
| Series 9  |       | 1                                         |       | 5                                 |       | 160,198                                     |       | 160,198                         |       |
| Series 10 |       | —                                    |       | 11                                |       | 467,041                                     |       | 370,777                         |       |
| Series 11 |       | —                                    |       | 10                                |       | 1,052,572                                   |       | 1,026,080                       |       |
| Series 12 |       | 1                                         |       | 3                                 |       | 124,500                                     |       | 54,728                          |       |
| Series 14 |       | 1                                         |       | 3                                 |       | 67,695                                      |       | 67,695                          |       |
| Total          |       | 3                                         |       | 36                                |       | $                                           | 2,040,907  |                            | $          | 1,851,079 |   |

 

F-42

----

 

Boston Capital TaxCredit Fund II Limited Partnership -

Series 7, 9through 12, and 14

 

NOTES TO FINANCIALSTATEMENTS - CONTINUED

 

March 31, 2009 and 2008

 

NOTE C - INVESTMENTS IN OPERATING LIMITEDPARTNERSHIPS (Continued)

 

Underthe terms of the partnership’s investments in each operating limitedpartnership, the partnership is required to make capital contributions to theoperating limited partnerships.  Thesecontributions are payable in installments over several years upon eachoperating limited partnership achieving specified levels of construction oroperations.

 

The contributions payable tooperating limited partnerships at March 31, 2009 and 2008 by series are asfollows:

 
| ** **     | ** ** | **2009** | ** ** | **2008** | ** ** |
|----------------|------------|----------|------------|----------|------------|
|           |       |     |       |     |       |
| Series 7  |       | $        | —     |     | $          | — |   |
| Series 9  |       | —   |       | —   |       |
| Series 10 |       | —   |       | —   |       |
| Series 11 |       | —   |       | —   |       |
| Series 12 |       | 9,241    |       | 9,241    |       |
| Series 14 |       | 160,756  |       | 192,412  |       |
|           |       |     |       |     |       |
|           |       | $        | 169,997    |     | $          | 201,653 |   |

 

F-43

----

 

BostonCapital Tax Credit Fund II Limited Partnership -

Series 7,9 through 12, and 14

 

NOTESTO FINANCIAL STATEMENTS - CONTINUED

 

March 31,2009 and 2008

 

NOTEC - INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS (Continued)

 

The partnership’s investments in operating limited partnerships at March 31,2009 are summarized as follows:

 
| ** **                                                                                                                                                                                                                                                                                                                                                     | ** ** | **Total**   | ** **        |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|-------------|-------------------|
| Capital contributions  paid and to be paid to operating limited partnerships, net of tax credit  adjusters                                                                                                                                                                                                                                                     |       | $           |  59,175,874  |   |
|                                                                                                                                                                                                                                                                                                                                                           |       |        |              |
| Acquisition costs of  operating limited partnerships                                                                                                                                                                                                                                                                                                           |       | 7,099,418   |              |
|                                                                                                                                                                                                                                                                                                                                                           |       |        |              |
| Cumulative  distributions from operating limited partnerships                                                                                                                                                                                                                                                                                                  |       | (751,377    | )                 |
|                                                                                                                                                                                                                                                                                                                                                           |       |        |              |
| Cumulative impairment  loss in investments in operating limited partnerships                                                                                                                                                                                                                                                                                   |       | (6,947,808  | )                 |
|                                                                                                                                                                                                                                                                                                                                                           |       |        |              |
| Cumulative losses from  operating limited partnerships                                                                                                                                                                                                                                                                                                         |       | (58,576,107 | )                 |
|                                                                                                                                                                                                                                                                                                                                                           |       |        |              |
| Investments in  operating limited partnerships per balance sheets                                                                                                                                                                                                                                                                                              |       | —      |              |
|                                                                                                                                                                                                                                                                                                                                                           |       |        |              |
| The partnership (has  recorded) has not recorded capital contributions to the operating limited  partnerships during the year ended March 31, 2009, which (have not) have  been included in the partnerships’ capital account included in the operating  limited partnerships’ financial statements as of December 31, 2008 (see  note A). |       | (139,775    | )                 |
|                                                                                                                                                                                                                                                                                                                                                           |       |        |              |
| The partnership has  recorded acquisition costs at March 31, 2009, which have not been  recorded in the net assets of the operating limited partnerships (see note  A).                                                                                                                                                                                   |       | (600,606    | )                 |
|                                                                                                                                                                                                                                                                                                                                                           |       |        |              |
| Cumulative losses from  operating limited partnerships for the three months ended March 31,  1999, which the operating limited partnerships have not included in their  capital as of December 31, 1998 due to different year ends (see note A).                                                                                                     |       | 1,185,221   |              |
|                                                                                                                                                                                                                                                                                                                                                           |       |        |              |
| Equity in losses from  operating limited partnerships not recognizable under the equity method of  accounting (see note A).                                                                                                                                                                                                                                    |       | (35,116,787 | )                 |
|                                                                                                                                                                                                                                                                                                                                                           |       |        |              |
| The partnership has  recorded low-income housing tax credit adjusters not recorded by operating  limited partnerships (see note A).                                                                                                                                                                                                                            |       | 601,936     |              |
|                                                                                                                                                                                                                                                                                                                                                           |       |        |              |
| Cumulative impairment  loss in investments in operating limited partnerships                                                                                                                                                                                                                                                                                   |       | 6,947,808   |              |
|                                                                                                                                                                                                                                                                                                                                                           |       |        |              |
| Other                                                                                                                                                                                                                                                                                                                                                          |       | 1,304,811   |              |
|                                                                                                                                                                                                                                                                                                                                                           |       |        |              |
| Equity per operating  limited partnerships’ combined financial statements                                                                                                                                                                                                                                                                                 |       | $           |  (25,817,392 | ) |

 

F-44

----

 

BostonCapital Tax Credit Fund II Limited Partnership -

Series 7,9 through 12, and 14

 

NOTESTO FINANCIAL STATEMENTS - CONTINUED

 

March 31,2009 and 2008

 

NOTE C - INVESTMENTS INOPERATING LIMITED PARTNERSHIPS (Continued)

 

Thepartnership’s investments in operating limited partnerships at March 31,2009 are summarized as follows:

 
| ** **                                                                                                 | ** ** | **Series 7** | ** **   | **Series 9** | ** ** | **Series 10** | ** ** |
|------------------------------------------------------------------------------------------------------------|------------|-------------------|--------------|-------------------|------------|--------------------|------------|
|                                                                                                       |       |              |         |              |       |               |       |
| Capital contributions  paid and to be paid to operating limited partnerships, net of tax credit  adjusters |       | $                 |  — |              | $          |  10,205,671   |       | $ |  5,423,842 |   |
|                                                                                                       |       |              |         |              |       |               |       |
| Acquisition costs of  operating limited partnerships                                                       |       | —            |         | 1,216,608         |       | 662,741            |       |
|                                                                                                       |       |              |         |              |       |               |       |
| Cumulative  distributions from operating limited partnerships                                              |       | —            |         | (28,246           | )          | (38,054            | )          |
|                                                                                                       |       |              |         |              |       |               |       |
| Cumulative impairment  loss in investments in operating limited partnerships                               |       | —            |         | (369,919          | )          | (622,542           | )          |
|                                                                                                       |       |              |         |              |       |               |       |
| Cumulative losses from  operating limited partnerships                                                     |       | —            |         | (11,024,114       | )          | (5,425,987         | )          |
|                                                                                                       |       |              |         |              |       |               |       |
| Investments in  operating limited partnerships per balance sheets                                          |       | —            |         | —            |       | —             |       |
|                                                                                                            |            |                   |              |                   |            |                    |            |  |  |  |

 

F-45

----

 

BostonCapital Tax Credit Fund II Limited Partnership -

Series 7,9 through 12, and 14

 

NOTESTO FINANCIAL STATEMENTS - CONTINUED

 

March 31,2009 and 2008

 

NOTEC - INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS (Continued)

 
| ** **                                                                                                                                                                                                                                                                                                                                                     | ** ** | **Series 7** | ** **   | **Series 9** | ** ** | **Series 10** | ** ** |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|-------------------|--------------|-------------------|------------|--------------------|------------|
|                                                                                                                                                                                                                                                                                                                                                           |       |              |         |              |       |               |       |
| The partnership (has  recorded) has not recorded capital contributions to the operating limited  partnerships during the year ended March 31, 2009, which (have not) have  been included in the partnerships’ capital account included in the operating  limited partnerships’ financial statements as of December 31, 2008 (see  note A). |       | —            |         | —            |       | —             |       |
|                                                                                                                                                                                                                                                                                                                                                           |       |              |         |              |       |               |       |
| The partnership has  recorded acquisition costs at March 31, 2009, which have not been  recorded in the net assets of the operating limited partnerships (see note  A).                                                                                                                                                                                   |       | —            |         | (134,259          | )          | (1,908             | )          |
|                                                                                                                                                                                                                                                                                                                                                           |       |              |         |              |       |               |       |
| Cumulative losses from  operating limited partnerships for the three months ended March 31,  1999, which the operating limited partnerships have not included in their  capital as of December 31, 1998 due to different year ends (see note A).                                                                                                     |       | —            |         | —            |       | —             |       |
|                                                                                                                                                                                                                                                                                                                                                           |       |              |         |              |       |               |       |
| Equity in losses from  operating limited partnerships not recognizable under the equity method of  accounting (see note A).                                                                                                                                                                                                                                    |       | —            |         | (8,848,327        | )          | (3,367,547         | )          |
|                                                                                                                                                                                                                                                                                                                                                           |       |              |         |              |       |               |       |
| The partnership has  recorded low-income housing tax credit adjusters not recorded by operating  limited partnerships (see note A).                                                                                                                                                                                                                            |       | —            |         | 43,771            |       | 26,498             |       |
|                                                                                                                                                                                                                                                                                                                                                           |       |              |         |              |       |               |       |
| Cumulative impairment  loss in investments in operating limited partnerships                                                                                                                                                                                                                                                                                   |       | —            |         | 369,919           |       | 622,542            |       |
|                                                                                                                                                                                                                                                                                                                                                           |       |              |         |              |       |               |       |
| Other                                                                                                                                                                                                                                                                                                                                                          |       | —            |         | 507,980           |       | 93,871             |       |
|                                                                                                                                                                                                                                                                                                                                                           |       |              |         |              |       |               |       |
| Equity per operating  limited partnerships’ combined financial statements                                                                                                                                                                                                                                                                                 |       | $                 |  — |              | $          |  (8,060,916   | )          | $ |  (2,626,544 | ) |
|                                                                                                                                                                                                                                                                                                                                                                |            |                   |              |                   |            |                    |            |  |  |  |

 

F-46

----

 

BostonCapital Tax Credit Fund II Limited Partnership -

Series 7,9 through 12, and 14

 

NOTESTO FINANCIAL STATEMENTS - CONTINUED

 

March 31,2009 and 2008

 

NOTEC - INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS (Continued)

 

Thepartnership’s investments in operating limited partnerships at March 31,2009 are summarized as follows:

 
| ** **                                                                                                 | ** ** | **Series 11** | ** **       | **Series 12** | ** ** | **Series 14** | ** ** |
|------------------------------------------------------------------------------------------------------------|------------|--------------------|------------------|--------------------|------------|--------------------|------------|
|                                                                                                       |       |               |             |               |       |               |       |
| Capital contributions  paid and to be paid to operating limited partnerships, net of tax credit  adjusters |       | $                  |  12,334,178 |               | $          |  6,938,916    |       | $ |  24,273,267 |   |
|                                                                                                       |       |               |             |               |       |               |       |
| Acquisition costs of  operating limited partnerships                                                       |       | 1,109,507          |             | 822,241            |       | 3,288,321          |       |
|                                                                                                       |       |               |             |               |       |               |       |
| Cumulative  distributions from operating limited partnerships                                              |       | (420,782           | )                | (39,210            | )          | (225,085           | )          |
|                                                                                                       |       |               |             |               |       |               |       |
| Cumulative impairment  loss in investments in operating limited partnerships                               |       | (2,258,061         | )                | (657,455           | )          | (3,039,831         | )          |
|                                                                                                       |       |               |             |               |       |               |       |
| Cumulative losses from  operating limited partnerships                                                     |       | (10,764,842        | )                | (7,064,492         | )          | (24,296,672        | )          |
|                                                                                                       |       |               |             |               |       |               |       |
| Investments in  operating limited partnerships per balance sheets                                          |       | —             |             | —             |       | —             |       |
|                                                                                                            |            |                    |                  |                    |            |                    |            |  |  |  |

 

F-47

----

 

BostonCapital Tax Credit Fund II Limited Partnership -

Series 7,9 through 12, and 14

 

NOTESTO FINANCIAL STATEMENTS - CONTINUED

 

March 31,2009 and 2008

 

NOTEC - INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS (Continued)

 
| ** **                                                                                                                                                                                                                                                                                                                                                     | ** ** | **Series 11** | ** **       | **Series 12** | ** ** | **Series 14** | ** ** |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|--------------------|------------------|--------------------|------------|--------------------|------------|
|                                                                                                                                                                                                                                                                                                                                                           |       |               |             |               |       |               |       |
| The partnership (has  recorded) has not recorded capital contributions to the operating limited  partnerships during the year ended March 31, 2009, which (have not) have  been included in the partnerships’ capital account included in the operating  limited partnerships’ financial statements as of December 31, 2008 (see  note A). |       | —             |             | —             |       | (139,775           | )          |
|                                                                                                                                                                                                                                                                                                                                                           |       |               |             |               |       |               |       |
| The partnership has  recorded acquisition costs at March 31, 2009, which have not been  recorded in the net assets of the operating limited partnerships (see note  A).                                                                                                                                                                                   |       | (11,938            | )                | (61,414            | )          | (391,087           | )          |
|                                                                                                                                                                                                                                                                                                                                                           |       |               |             |               |       |               |       |
| Cumulative losses from  operating limited partnerships for the three months ended March 31,  1999, which the operating limited partnerships have not included in their  capital as of December 31, 1998 due to different year ends (see note A).                                                                                                     |       | —             |             | 194,516            |       | 990,705            |       |
|                                                                                                                                                                                                                                                                                                                                                           |       |               |             |               |       |               |       |
| Equity in losses from  operating limited partnerships not recognizable under the equity method of  accounting (see note A).                                                                                                                                                                                                                                    |       | (4,081,996         | )                | (5,945,930         | )          | (12,872,987        | )          |
|                                                                                                                                                                                                                                                                                                                                                           |       |               |             |               |       |               |       |
| The partnership has  recorded low-income housing tax credit adjusters not recorded by operating  limited partnerships (see note A).                                                                                                                                                                                                                            |       | 101,163            |             | 170,369            |       | 260,135            |       |
|                                                                                                                                                                                                                                                                                                                                                           |       |               |             |               |       |               |       |
| Cumulative impairment  loss in investments in operating limited partnerships                                                                                                                                                                                                                                                                                   |       | 2,258,061          |             | 657,455            |       | 3,039,831          |       |
|                                                                                                                                                                                                                                                                                                                                                           |       |               |             |               |       |               |       |
| Other                                                                                                                                                                                                                                                                                                                                                          |       | 585,133            |             | 59,748             |       | 58,079             |       |
|                                                                                                                                                                                                                                                                                                                                                           |       |               |             |               |       |               |       |
| Equity per operating  limited partnerships’ combined financial statements                                                                                                                                                                                                                                                                                 |       | $                  |  (1,149,577 | )                  | $          |  (4,925,256   | )          | $ |  (9,055,099 | ) |
|                                                                                                                                                                                                                                                                                                                                                                |            |                    |                  |                    |            |                    |            |  |  |  |

 

F-48

----

 

BostonCapital Tax Credit Fund II Limited Partnership -

Series 7,9 through 12, and 14

 

NOTESTO FINANCIAL STATEMENTS - CONTINUED

 

March 31,2009 and 2008

 

NOTEC - INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS (Continued)

 

Thepartnership’s investments in operating limited partnerships at March 31,2008 are summarized as follows:

 
| ** **                                                                                                                                                                                                                                                                                                                                                     | ** ** | **Total**   | ** **       |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|-------------|------------------|
| Capital contributions  paid and to be paid to operating limited partnerships, net of tax credit  adjusters                                                                                                                                                                                                                                                     |       | $           |  69,783,417 |   |
|                                                                                                                                                                                                                                                                                                                                                           |       |        |             |
| Acquisition costs of  operating limited partnerships                                                                                                                                                                                                                                                                                                           |       | 8,306,157   |             |
|                                                                                                                                                                                                                                                                                                                                                           |       |        |             |
| Cumulative  distributions from operating limited partnerships                                                                                                                                                                                                                                                                                                  |       | (728,157    | )                |
|                                                                                                                                                                                                                                                                                                                                                           |       |        |             |
| Cumulative impairment  loss in investments in operating limited partnerships                                                                                                                                                                                                                                                                                   |       | (5,963,069  | )                |
|                                                                                                                                                                                                                                                                                                                                                           |       |        |             |
| Cumulative losses from  operating limited partnerships                                                                                                                                                                                                                                                                                                         |       | (69,388,281 | )                |
|                                                                                                                                                                                                                                                                                                                                                           |       |        |             |
| Investments in  operating limited partnerships per balance sheets                                                                                                                                                                                                                                                                                              |       | 2,010,067   |             |
|                                                                                                                                                                                                                                                                                                                                                           |       |        |             |
| The partnership (has  recorded) has not recorded capital contributions to the operating limited  partnerships during the year ended March 31, 2008, which (have not) have  been included in the partnerships’ capital account included in the operating  limited partnerships’ financial statements as of December 31, 2007 (see  note A). |       | (177,532    | )                |
|                                                                                                                                                                                                                                                                                                                                                           |       |        |             |
| The partnership has  recorded acquisition costs at March 31, 2008, which have not been  recorded in the net assets of the operating limited partnerships (see note  A).                                                                                                                                                                                   |       | (830,228    | )                |
|                                                                                                                                                                                                                                                                                                                                                           |       |        |             |
| Cumulative losses from  operating limited partnerships for the three months ended March 31,  1999, which the operating limited partnerships have not included in their  capital as of December 31, 1998 due to different year ends (see note A).                                                                                                     |       | 1,536,040   |             |
|                                                                                                                                                                                                                                                                                                                                                           |       |        |             |
| Equity in losses from  operating limited partnerships not recognizable under the equity method of  accounting (see note A).                                                                                                                                                                                                                                    |       | (39,267,643 | )                |
|                                                                                                                                                                                                                                                                                                                                                           |       |        |             |
| The partnership has  recorded low-income housing tax credit adjusters not recorded by operating  limited partnerships (see note A).                                                                                                                                                                                                                            |       | 680,675     |             |
|                                                                                                                                                                                                                                                                                                                                                           |       |        |             |
| Cumulative impairment  loss in investments in operating limited partnerships                                                                                                                                                                                                                                                                                   |       | 5,963,069   |             |
|                                                                                                                                                                                                                                                                                                                                                           |       |        |             |
| Other                                                                                                                                                                                                                                                                                                                                                          |       | 1,556,108   |             |
|                                                                                                                                                                                                                                                                                                                                                           |       |        |             |
| Equity per operating  limited partnerships’ combined financial statements                                                                                                                                                                                                                                                                                 |       | $           | (28,529,444      | ) |

 

F-49

----

 

BostonCapital Tax Credit Fund II Limited Partnership -

Series 7,9 through 12, and 14

 

NOTESTO FINANCIAL STATEMENTS - CONTINUED

 

March 31,2009 and 2008

 

NOTEC - INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS (Continued)

 

Thepartnership’s investments in operating limited partnerships at March 31,2008 are summarized as follows:

 
| ** **                                                                                                 | ** ** | **Series 7** | ** **    | **Series 9** | ** ** | **Series 10** | ** ** |
|------------------------------------------------------------------------------------------------------------|------------|-------------------|---------------|-------------------|------------|--------------------|------------|
|                                                                                                       |       |              |          |              |       |               |       |
| Capital contributions  paid and to be paid to operating limited partnerships, net of tax credit  adjusters |       | $                 |  406,523 |              | $          |  12,635,002   |       | $ |  6,047,145 |   |
|                                                                                                       |       |              |          |              |       |               |       |
| Acquisition costs of  operating limited partnerships                                                       |       | 13,635            |          | 1,644,427         |       | 717,588            |       |
|                                                                                                       |       |              |          |              |       |               |       |
| Cumulative  distributions from operating limited partnerships                                              |       | —            |          | (28,246           | )          | (30,869            | )          |
|                                                                                                       |       |              |          |              |       |               |       |
| Cumulative impairment  loss in investments in operating limited partnerships                               |       | —            |          | (369,919          | )          | (512,842           | )          |
|                                                                                                       |       |              |          |              |       |               |       |
| Cumulative losses from  operating limited partnerships                                                     |       | (420,158          | )             | (13,881,264       | )          | (6,094,519         | )          |
|                                                                                                       |       |              |          |              |       |               |       |
| Investments in  operating limited partnerships per balance sheets                                          |       | —            |          | —            |       | 126,503            |       |
|                                                                                                       |       |              |          |              |       |               |       |
|                                                                                                            |            |                   |               |                   |            |                    |            |  |  |  |

 

F-50

----

 

BostonCapital Tax Credit Fund II Limited Partnership -

Series 7,9 through 12, and 14

 

NOTESTO FINANCIAL STATEMENTS - CONTINUED

 

March 31,2009 and 2008

 

NOTEC - INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS (Continued)

 
| ** **                                                                                                                                                                                                                                                                                                                                                     | ** ** | **Series 7** | ** **     | **Series 9** | ** ** | **Series 10** | ** ** |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|-------------------|----------------|-------------------|------------|--------------------|------------|
|                                                                                                                                                                                                                                                                                                                                                           |       |              |           |              |       |               |       |
| The partnership (has  recorded) has not recorded capital contributions to the operating limited  partnerships during the year ended March 31, 2008, which (have not) have  been included in the partnerships’ capital account included in the operating  limited partnerships’ financial statements as of December 31, 2007 (see  note A). |       | —            |           | —            |       | —             |       |
|                                                                                                                                                                                                                                                                                                                                                           |       |              |           |              |       |               |       |
| The partnership has  recorded acquisition costs at March 31, 2008, which have not been  recorded in the net assets of the operating limited partnerships (see note  A).                                                                                                                                                                                   |       | 2,338             |           | (125,427          | )          | (2,384             | )          |
|                                                                                                                                                                                                                                                                                                                                                           |       |              |           |              |       |               |       |
| Cumulative losses from  operating limited partnerships for the three months ended March 31,  1999, which the operating limited partnerships have not included in their  capital as of December 31, 1998 due to different year ends (see note A).                                                                                                     |       | —            |           | —            |       | —             |       |
|                                                                                                                                                                                                                                                                                                                                                           |       |              |           |              |       |               |       |
| Equity in losses from  operating limited partnerships not recognizable under the equity method of  accounting (see note A).                                                                                                                                                                                                                                    |       | (442,074          | )              | (11,077,219       | )          | (3,269,380         | )          |
|                                                                                                                                                                                                                                                                                                                                                           |       |              |           |              |       |               |       |
| The partnership has  recorded low-income housing tax credit adjusters not recorded by operating  limited partnerships (see note A).                                                                                                                                                                                                                            |       | 359               |           | 45,429            |       | 40,524             |       |
|                                                                                                                                                                                                                                                                                                                                                           |       |              |           |              |       |               |       |
| Cumulative impairment  loss in investments in operating limited partnerships                                                                                                                                                                                                                                                                                   |       | —            |           | 369,919           |       | 512,842            |       |
|                                                                                                                                                                                                                                                                                                                                                           |       |              |           |              |       |               |       |
| Other                                                                                                                                                                                                                                                                                                                                                          |       | 9,424             |           | 589,001           |       | 113,987            |       |
|                                                                                                                                                                                                                                                                                                                                                           |       |              |           |              |       |               |       |
| Equity per operating  limited partnerships’ combined financial statements                                                                                                                                                                                                                                                                                 |       | $                 |  (429,953 | )                 | $          |  (10,198,297  | )          | $ |  (2,477,908 | ) |
|                                                                                                                                                                                                                                                                                                                                                                |            |                   |                |                   |            |                    |            |  |  |  |

 

F-51

----

 

BostonCapital Tax Credit Fund II Limited Partnership -

Series 7,9 through 12, and 14

 

NOTESTO FINANCIAL STATEMENTS - CONTINUED

 

March 31,2009 and 2008

 

NOTE C - INVESTMENTS INOPERATING LIMITED PARTNERSHIPS (Continued)

 

Thepartnership’s investments in operating limited partnerships at March 31,2008 are summarized as follows:

 
| ** **                                                                                                 | ** ** | **Series 11** | ** **       | **Series 12** | ** ** | **Series 14** | ** ** |
|------------------------------------------------------------------------------------------------------------|------------|--------------------|------------------|--------------------|------------|--------------------|------------|
|                                                                                                       |       |               |             |               |       |               |       |
| Capital contributions  paid and to be paid to operating limited partnerships, net of tax credit  adjusters |       | $                  |  13,362,405 |               | $          |  8,521,950    |       | $ |  28,810,392 |   |
|                                                                                                       |       |               |             |               |       |               |       |
| Acquisition costs of  operating limited partnerships                                                       |       | 1,219,386          |             | 994,371            |       | 3,716,750          |       |
|                                                                                                       |       |               |             |               |       |               |       |
| Cumulative  distributions from operating limited partnerships                                              |       | (410,796           | )                | (44,867            | )          | (213,379           | )          |
|                                                                                                       |       |               |             |               |       |               |       |
| Cumulative impairment  loss in investments in operating limited partnerships                               |       | (1,498,289         | )                | (1,024,070         | )          | (2,557,949         | )          |
|                                                                                                       |       |               |             |               |       |               |       |
| Cumulative losses from  operating limited partnerships                                                     |       | (11,500,046        | )                | (8,447,384         | )          | (29,044,910        | )          |
|                                                                                                       |       |               |             |               |       |               |       |
| Investments in  operating limited partnerships per balance sheets                                          |       | 1,172,660          |             | —             |       | 710,904            |       |
|                                                                                                            |            |                    |                  |                    |            |                    |            |  |  |  |

 

F-52

----

 

BostonCapital Tax Credit Fund II Limited Partnership -

Series 7,9 through 12, and 14

 

NOTESTO FINANCIAL STATEMENTS - CONTINUED

 

March 31,2009 and 2008

 

NOTEC - INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS (Continued)

 
| ** **                                                                                                                                                                                                                                                                                                                                                     | ** ** | **Series 11** | ** ** | **Series 12** | ** ** | **Series 14** | ** ** |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|--------------------|------------|--------------------|------------|--------------------|------------|
|                                                                                                                                                                                                                                                                                                                                                           |       |               |       |               |       |               |       |
| The partnership (has  recorded) has not recorded capital contributions to the operating limited  partnerships during the year ended March 31, 2008, which (have not) have  been included in the partnerships’ capital account included in the operating  limited partnerships’ financial statements as of December 31, 2007 (see  note A). |       | —             |       | —             |       | (177,532           | )          |
|                                                                                                                                                                                                                                                                                                                                                           |       |               |       |               |       |               |       |
| The partnership has  recorded acquisition costs at March 31, 2008, which have not been  recorded in the net assets of the operating limited partnerships (see note  A).                                                                                                                                                                                   |       | (11,938            | )          | (83,059            | )          | (609,758           | )          |
|                                                                                                                                                                                                                                                                                                                                                           |       |               |       |               |       |               |       |
| Cumulative losses from  operating limited partnerships for the three months ended March 31,  1999, which the operating limited partnerships have not included in their  capital as of December 31, 1998 due to different year ends (see note A).                                                                                                     |       | —             |       | 279,923            |       | 1,256,117          |       |
|                                                                                                                                                                                                                                                                                                                                                           |       |               |       |               |       |               |       |
| Equity in losses from  operating limited partnerships not recognizable under the equity method of  accounting (see note A).                                                                                                                                                                                                                                    |       | (4,446,780         | )          | (6,375,451         | )          | (13,656,739        | )          |
|                                                                                                                                                                                                                                                                                                                                                           |       |               |       |               |       |               |       |
| The partnership has  recorded low-income housing tax credit adjusters not recorded by operating  limited partnerships (see note A).                                                                                                                                                                                                                            |       | 101,163            |       | 190,682            |       | 302,518            |       |
|                                                                                                                                                                                                                                                                                                                                                           |       |               |       |               |       |               |       |
| Cumulative impairment  loss in investments in operating limited partnerships                                                                                                                                                                                                                                                                                   |       | 1,498,289          |       | 1,024,070          |       | 2,557,949          |       |
|                                                                                                                                                                                                                                                                                                                                                           |       |               |       |               |       |               |       |
| Other                                                                                                                                                                                                                                                                                                                                                          |       | 633,114            |       | 164,193            |       | 46,389             |       |
|                                                                                                                                                                                                                                                                                                                                                           |       |               |       |               |       |               |       |
| Equity per operating  limited partnerships’ combined financial statements                                                                                                                                                                                                                                                                                 |       | $                  | (1,053,492 | )                  | $          | (4,799,642         | )          | $ | (9,570,152 | ) |
|                                                                                                                                                                                                                                                                                                                                                                |            |                    |            |                    |            |                    |            |  |  |  |

 

F-53

----

 

BostonCapital Tax Credit Fund II Limited Partnership -

Series 7,9 through 12, and 14

 

NOTESTO FINANCIAL STATEMENTS - CONTINUED

 

March 31,2009 and 2008

 

NOTE C - INVESTMENTS INOPERATING LIMITED PARTNERSHIPS (Continued)

 

Thecombined summarized balance sheets of the operating limited partnerships inwhich Series 7, 9 through 12, and 14 hold an interest at December 31,2008 are as follows:

 

COMBINED SUMMARIZEDBALANCE SHEETS

 
| ** **                                                   | ** ** | **Total**   | ** **  | **Series 7** | ** ** | **Series 9** | ** ** | **Series 10** | ** ** |
|--------------------------------------------------------------|------------|-------------|-------------|-------------------|------------|-------------------|------------|--------------------|------------|
| ASSETS                                                       |       |        |        |              |       |              |       |               |       |
|                                                         |       |        |        |              |       |              |       |               |       |
| Buildings and improvements,  net of accumulated depreciation |       | $           | 126,484,495 |              | $          | —            |       | $                  | 22,657,293 |   | $ | 13,066,219 |   |
| Land                                                         |       | 12,633,065  |        | —            |       | 2,218,561         |       | 1,137,016          |       |
| Other assets                                                 |       | 25,105,089  |        | —            |       | 3,996,073         |       | 2,585,465          |       |
|                                                         |       |        |        |              |       |              |       |               |       |
|                                                         |       | $           | 164,222,649 |              | $          | —            |       | $                  | 28,871,927 |   | $ | 16,788,700 |   |
|                                                         |       |        |        |              |       |              |       |               |       |
| LIABILITIES  AND PARTNERS’CAPITAL (DEFICIT)             |       |        |        |              |       |              |       |               |       |
|                                                         |       |        |        |              |       |              |       |               |       |
| Mortgages and  construction loans payable                    |       | $           | 176,187,407 |              | $          | —            |       | $                  | 34,956,601 |   | $ | 17,897,599 |   |
| Accounts payable and  accrued expenses                       |       | 4,081,626   |        | —            |       | 734,329           |       | 225,848            |       |
| Other liabilities                                            |       | 8,963,483   |        | —            |       | 2,362,456         |       | 351,397            |       |
|                                                         |       |        |        |              |       |              |       |               |       |
|                                                         |       | 189,232,516 |        | —            |       | 38,053,386        |       | 18,474,844         |       |
| PARTNERS’ CAPITAL  (DEFICIT)                            |       |        |        |              |       |              |       |               |       |
| Boston Capital Tax  Credit Fund II Limited Partnership       |       | (25,817,392 | )           | —            |       | (8,060,916        | )          | (2,626,544         | )          |
| Other partners                                               |       | 807,525     |        | —            |       | (1,120,543        | )          | 940,400            |       |
|                                                         |       |        |        |              |       |              |       |               |       |
|                                                         |       | (25,009,867 | )           | —            |       | (9,181,459        | )          | (1,686,144         | )          |
|                                                         |       |        |        |              |       |              |       |               |       |
|                                                         |       | $           | 164,222,649 |              | $          | —            |       | $                  | 28,871,927 |   | $ | 16,788,700 |   |

 

F-54

----

 

BostonCapital Tax Credit Fund II Limited Partnership -

Series 7,9 through 12, and 14

 

NOTESTO FINANCIAL STATEMENTS - CONTINUED

 

March 31,2009 and 2008

 

NOTE C - INVESTMENTS INOPERATING LIMITED PARTNERSHIPS (Continued)

 

Thecombined summarized balance sheets of the operating limited partnerships inwhich Series 7, 9 through 12, and 14 hold an interest at December 31,2008 are as follows:

 

COMBINED SUMMARIZEDBALANCE SHEETS - CONTINUED

 
| ** **                                                   | ** ** | **Series 11** | ** ** | **Series 12** | ** ** | **Series 14** | ** ** |
|--------------------------------------------------------------|------------|--------------------|------------|--------------------|------------|--------------------|------------|
| ASSETS                                                       |       |               |       |               |       |               |       |
|                                                         |       |               |       |               |       |               |       |
| Buildings and  improvements, net of accumulated depreciation |       | $                  | 20,596,022 |               | $          | 15,326,101         |       | $ | 54,838,860 |   |
| Land                                                         |       | 1,892,618          |       | 1,542,860          |       | 5,842,010          |       |
| Other assets                                                 |       | 4,892,960          |       | 3,858,054          |       | 9,772,537          |       |
|                                                         |       |               |       |               |       |               |       |
|                                                         |       | $                  | 27,381,600 |               | $          | 20,727,015         |       | $ | 70,453,407 |   |
|                                                         |       |               |       |               |       |               |       |
| LIABILITIES  AND PARTNERS’ CAPITAL (DEFICIT)            |       |               |       |               |       |               |       |
|                                                         |       |               |       |               |       |               |       |
| Mortgages and  construction loans payable                    |       | $                  | 25,547,684 |               | $          | 23,681,578         |       | $ | 74,103,945 |   |
| Accounts payable and  accrued expenses                       |       | 741,091            |       | 531,162            |       | 1,849,196          |       |
| Other liabilities                                            |       | 1,121,511          |       | 1,457,105          |       | 3,671,014          |       |
|                                                         |       |               |       |               |       |               |       |
|                                                         |       | 27,410,286         |       | 25,669,845         |       | 79,624,155         |       |
| PARTNERS’ CAPITAL  (DEFICIT)                            |       |               |       |               |       |               |       |
| Boston Capital Tax  Credit Fund II Limited Partnership       |       | (1,149,577         | )          | (4,925,256         | )          | (9,055,099         | )          |
| Other partners                                               |       | 1,120,891          |       | (17,574            | )          | (115,649           | )          |
|                                                         |       |               |       |               |       |               |       |
|                                                         |       | (28,686            | )          | (4,942,830         | )          | (9,170,748         | )          |
|                                                         |       |               |       |               |       |               |       |
|                                                         |       | $                  | 27,381,600 |               | $          | 20,727,015         |       | $ | 70,453,407 |   |

 

F-55

----

 

BostonCapital Tax Credit Fund II Limited Partnership -

Series 7,9 through 12, and 14

 

NOTESTO FINANCIAL STATEMENTS - CONTINUED

 

March 31,2009 and 2008

 

NOTE C - INVESTMENTS INOPERATING LIMITED PARTNERSHIPS (Continued)

 

Thecombined summarized balance sheets of the operating limited partnerships inwhich Series 7, 9 through 12, and 14 hold an interest at December 31,2007 are as follows:

 

COMBINED SUMMARIZEDBALANCE SHEETS

 
| ** **                                                   | ** ** | **Total**   | ** **  | **Series 7** | ** ** | **Series 9** | ** ** | **Series 10** | ** ** |
|--------------------------------------------------------------|------------|-------------|-------------|-------------------|------------|-------------------|------------|--------------------|------------|
| ASSETS                                                       |       |        |        |              |       |              |       |               |       |
|                                                         |       |        |        |              |       |              |       |               |       |
| Buildings and  improvements, net of accumulated depreciation |       | $           | 160,253,127 |              | $          | 838,657           |       | $                  | 30,224,320 |   | $ | 15,401,235 |   |
| Land                                                         |       | 15,082,192  |        | 73,738            |       | 2,831,713         |       | 1,278,694          |       |
| Other assets                                                 |       | 31,572,850  |        | 310,014           |       | 5,154,046         |       | 2,969,332          |       |
|                                                         |       |        |        |              |       |              |       |               |       |
|                                                         |       | $           | 206,908,169 |              | $          | 1,222,409         |       | $                  | 38,210,079 |   | $ | 19,649,261 |   |
|                                                         |       |        |        |              |       |              |       |               |       |
| LIABILITIES  AND PARTNERS’CAPITAL (DEFICIT)             |       |        |        |              |       |              |       |               |       |
|                                                         |       |        |        |              |       |              |       |               |       |
| Mortgages and  construction loans payable                    |       | $           | 215,224,589 |              | $          | 1,623,610         |       | $                  | 43,670,402 |   | $ | 20,498,947 |   |
| Accounts payable and  accrued expenses                       |       | 7,420,908   |        | 4,573             |       | 3,677,211         |       | 246,081            |       |
| Other liabilities                                            |       | 11,038,253  |        | 23,242            |       | 3,032,165         |       | 337,810            |       |
|                                                         |       |        |        |              |       |              |       |               |       |
|                                                         |       | 233,683,750 |        | 1,651,425         |       | 50,379,778        |       | 21,082,838         |       |
| PARTNERS’ CAPITAL  (DEFICIT)                            |       |        |        |              |       |              |       |               |       |
| Boston Capital Tax  Credit Fund II Limited Partnership       |       | (28,529,444 | )           | (429,953          | )          | (10,198,297       | )          | (2,477,908         | )          |
| Other partners                                               |       | 1,753,863   |        | 937               |       | (1,971,402        | )          | 1,044,331          |       |
|                                                         |       |        |        |              |       |              |       |               |       |
|                                                         |       | (26,775,581 | )           | (429,016          | )          | (12,169,699       | )          | (1,433,577         | )          |
|                                                         |       |        |        |              |       |              |       |               |       |
|                                                         |       | $           | 206,908,169 |              | $          | 1,222,409         |       | $                  | 38,210,079 |   | $ | 19,649,261 |   |

 

F-56

----

 

BostonCapital Tax Credit Fund II Limited Partnership -

Series 7,9 through 12, and 14

 

NOTESTO FINANCIAL STATEMENTS - CONTINUED

 

March 31,2009 and 2008

 

NOTEC - INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS (Continued)

 

Thecombined summarized balance sheets of the operating limited partnerships inwhich Series 7, 9 through 12, and 14 hold an interest at December 31,2007 are as follows:

 

COMBINED SUMMARIZED BALANCESHEETS - CONTINUED

 
| ** **                                                   | ** ** | **Series 11** | ** ** | **Series 12** | ** ** | **Series 14** | ** ** |
|--------------------------------------------------------------|------------|--------------------|------------|--------------------|------------|--------------------|------------|
| ASSETS                                                       |       |               |       |               |       |               |       |
|                                                         |       |               |       |               |       |               |       |
| Buildings and  improvements, net of accumulated depreciation |       | $                  | 24,731,983 |               | $          | 20,863,074         |       | $ | 68,193,858 |   |
| Land                                                         |       | 2,117,431          |       | 1,887,610          |       | 6,893,006          |       |
| Other assets                                                 |       | 5,956,892          |       | 4,999,999          |       | 12,182,567         |       |
|                                                         |       |               |       |               |       |               |       |
|                                                         |       | $                  | 32,806,306 |               | $          | 27,750,683         |       | $ | 87,269,431 |   |
|                                                         |       |               |       |               |       |               |       |
| LIABILITIES  AND PARTNERS’ CAPITAL (DEFICIT)            |       |               |       |               |       |               |       |
|                                                         |       |               |       |               |       |               |       |
| Mortgages and  construction loans payable                    |       | $                  | 30,271,628 |               | $          | 30,657,313         |       | $ | 88,502,689 |   |
| Accounts payable and accrued  expenses                       |       | 1,000,807          |       | 460,773            |       | 2,031,463          |       |
| Other liabilities                                            |       | 1,253,415          |       | 1,290,717          |       | 5,100,904          |       |
|                                                         |       |               |       |               |       |               |       |
|                                                         |       | 32,525,850         |       | 32,408,803         |       | 95,635,056         |       |
| PARTNERS’ CAPITAL  (DEFICIT)                            |       |               |       |               |       |               |       |
| Boston Capital Tax  Credit Fund II Limited Partnership       |       | (1,053,492         | )          | (4,799,642         | )          | (9,570,152         | )          |
| Other partners                                               |       | 1,333,948          |       | 141,522            |       | 1,204,527          |       |
|                                                         |       |               |       |               |       |               |       |
|                                                         |       | 280,456            |       | (4,658,120         | )          | (8,365,625         | )          |
|                                                         |       |               |       |               |       |               |       |
|                                                         |       | $                  | 32,806,306 |               | $          | 27,750,683         |       | $ | 87,269,431 |   |

 

F-57

----

 

BostonCapital Tax Credit Fund II Limited Partnership -

Series 7,9 through 12, and 14

 

NOTESTO FINANCIAL STATEMENTS - CONTINUED

 

March 31,2009 and 2008

 

NOTE C - INVESTMENTS INOPERATING LIMITED PARTNERSHIPS (Continued)

 

The combined summarizedstatements of operations of the operating limited partnerships for the yearended December 31, 2008 in which Series 7, 9 through 12, and 14 holdan interest as of December 31, 2008 are as follows:

 

COMBINED SUMMARIZEDSTATEMENTS OF OPERATIONS

 

Year ended December 31,2008

 
| ** **                                                                    | ** ** | **Total**  | ** ** | **Series 7** | ** ** | **Series 9** | ** ** | **Series 10** | ** ** |
|-------------------------------------------------------------------------------|------------|------------|------------|-------------------|------------|-------------------|------------|--------------------|------------|
| Revenue                                                                       |       |       |       |              |       |              |       |               |       |
| Rental                                                                        |       | $          | 32,692,150 |              | $          | —            |       | $                  | 5,734,683  |   | $ | 3,368,198 |   |
| Interest and other                                                            |       | 946,239    |       | —            |       | 154,903           |       | 87,973             |       |
|                                                                          |       |       |       |              |       |              |       |               |       |
|                                                                          |       | 33,638,389 |       | —            |       | 5,889,586         |       | 3,456,171          |       |
| Expenses                                                                      |       |       |       |              |       |              |       |               |       |
| Interest                                                                      |       | 5,907,479  |       | —            |       | 1,061,429         |       | 524,468            |       |
| Depreciation and  amortization                                                |       | 8,297,108  |       | —            |       | 1,476,599         |       | 881,842            |       |
| Taxes and insurance                                                           |       | 4,453,061  |       | —            |       | 932,826           |       | 469,818            |       |
| Repairs and maintenance                                                       |       | 7,262,603  |       | —            |       | 1,216,523         |       | 778,341            |       |
| Operating expenses                                                            |       | 11,407,864 |       | —            |       | 1,896,682         |       | 1,082,152          |       |
| Other expenses                                                                |       | 912,444    |       | —            |       | 112,448           |       | 127,678            |       |
|                                                                          |       |       |       |              |       |              |       |               |       |
|                                                                          |       | 38,240,559 |       | —            |       | 6,696,507         |       | 3,864,299          |       |
|                                                                          |       |       |       |              |       |              |       |               |       |
| NET LOSS                                                                      |       | $          | (4,602,170 | )                 | $          | —            |       | $                  | (806,921   | ) | $ | (408,128 | ) |
|                                                                          |       |       |       |              |       |              |       |               |       |
| Net loss allocated to  Boston Capital Tax Credit Fund II Limited Partnership* |       | $          | (4,072,265 | )                 | $          | —            |       | $                  | (820,715   | ) | $ | (390,895 | ) |
|                                                                          |       |       |       |              |       |              |       |               |       |
| Net income (loss)  allocated to other partners                                |       | $          | (529,905   | )                 | $          | —            |       | $                  | 13,794     |   | $ | (17,233 | ) |

 

----

| *  | Amounts include $0, $820,715, $382,106, $343,149,  $762,849 and $1,503,570 for Series 7, Series 9, Series 10,  Series 11, Series 12 and Series 14, respectively, of loss not  recognized under the equity method of accounting as described in note A. |
|---------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

F-58

----

 

BostonCapital Tax Credit Fund II Limited Partnership -

Series 7,9 through 12, and 14

 

NOTESTO FINANCIAL STATEMENTS - CONTINUED

 

March 31,2009 and 2008

 

NOTE C - INVESTMENTS INOPERATING LIMITED PARTNERSHIPS (Continued)

 

Thecombined summarized statements of operations of the operating limited partnershipsfor the year ended December 31, 2008 in which Series 7, 9 through 12,and 14 hold an interest as of December 31, 2008 are as follows:

 

COMBINED SUMMARIZEDSTATEMENTS OF OPERATIONS - CONTINUED

 

Year ended December 31,2008

 
| ** **                                                                   | ** ** | **Series 11** | ** ** | **Series 12** | ** ** | **Series 14** | ** ** |
|------------------------------------------------------------------------------|------------|--------------------|------------|--------------------|------------|--------------------|------------|
| Revenue                                                                      |       |               |       |               |       |               |       |
| Rental                                                                       |       | $                  | 5,680,091  |               | $          | 4,088,284          |       | $ | 13,820,894 |   |
| Interest and other                                                           |       | 166,358            |       | 110,166            |       | 426,839            |       |
|                                                                         |       |               |       |               |       |               |       |
|                                                                         |       | 5,846,449          |       | 4,198,450          |       | 14,247,733         |       |
| Expenses                                                                     |       |               |       |               |       |               |       |
| Interest                                                                     |       | 931,445            |       | 779,624            |       | 2,610,513          |       |
| Depreciation and  amortization                                               |       | 1,517,956          |       | 1,003,275          |       | 3,417,436          |       |
| Taxes and insurance                                                          |       | 828,929            |       | 532,474            |       | 1,689,014          |       |
| Repairs and maintenance                                                      |       | 1,059,859          |       | 1,155,417          |       | 3,052,463          |       |
| Operating expenses                                                           |       | 1,802,615          |       | 1,475,271          |       | 5,151,144          |       |
| Other expenses                                                               |       | 234,587            |       | 84,803             |       | 352,928            |       |
|                                                                         |       |               |       |               |       |               |       |
|                                                                         |       | 6,375,391          |       | 5,030,864          |       | 16,273,498         |       |
|                                                                         |       |               |       |               |       |               |       |
| NET LOSS                                                                     |       | $                  | (528,942   | )                  | $          | (832,414           | )          | $ | (2,025,765 | ) |
|                                                                         |       |               |       |               |       |               |       |
| Net loss allocated to  BostonCapital  Tax Credit Fund IILimited Partnership* |       | $                  | (455,981   | )                  | $          | (762,849           | )          | $ | (1,641,825 | ) |
|                                                                         |       |               |       |               |       |               |       |
| Net income (loss) allocated  to other partners                               |       | $                  | (72,961    | )                  | $          | (69,565            | )          | $ | (383,940 | ) |

 

----

| *  | Amounts include $0, $820,715, $382,106, $343,149,  $762,849 and $1,503,570 for Series 7, Series 9, Series 10,  Series 11, Series 12 and Series 14, respectively, of loss not  recognized under the equity method of accounting as described in note A. |
|---------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

F-59

----

 

BostonCapital Tax Credit Fund II Limited Partnership -

Series 7,9 through 12, and 14

 

NOTESTO FINANCIAL STATEMENTS - CONTINUED

 

March 31,2009 and 2008

 

NOTE C - INVESTMENTS INOPERATING LIMITED PARTNERSHIPS (Continued)

 

Thecombined summarized statements of operations of the operating limitedpartnerships for the year ended December 31, 2007 in which Series 7,9 through 12, and 14 hold an interest as of December 31, 2007 are asfollows:

 

COMBINED SUMMARIZEDSTATEMENTS OF OPERATIONS

 

Year ended December 31,2007

 
| ** **                                                                   | ** ** | **Total**  | ** ** | **Series 7** | ** ** | **Series 9** | ** ** | **Series 10** | ** ** |
|------------------------------------------------------------------------------|------------|------------|------------|-------------------|------------|-------------------|------------|--------------------|------------|
| Revenue                                                                      |       |       |       |              |       |              |       |               |       |
| Rental                                                                       |       | $          | 38,976,937 |              | $          | 293,144           |       | $                  | 7,400,327  |   | $ | 3,617,676 |   |
| Interest and other                                                           |       | 1,594,001  |       | 13,117            |       | 277,819           |       | 120,105            |       |
|                                                                         |       |       |       |              |       |              |       |               |       |
|                                                                         |       | 40,570,938 |       | 306,261           |       | 7,678,146         |       | 3,737,781          |       |
| Expenses                                                                     |       |       |       |              |       |              |       |               |       |
| Interest                                                                     |       | 7,329,396  |       | 74,748            |       | 1,534,651         |       | 592,587            |       |
| Depreciation and  amortization                                               |       | 10,262,996 |       | 93,479            |       | 1,945,017         |       | 1,062,260          |       |
| Taxes and insurance                                                          |       | 5,786,927  |       | 26,943            |       | 1,254,696         |       | 521,070            |       |
| Repairs and maintenance                                                      |       | 8,296,680  |       | 45,888            |       | 1,403,975         |       | 817,317            |       |
| Operating expenses                                                           |       | 13,169,516 |       | 124,298           |       | 2,503,573         |       | 1,143,168          |       |
| Other expenses                                                               |       | 981,306    |       | 11,320            |       | 129,145           |       | 101,558            |       |
|                                                                         |       |       |       |              |       |              |       |               |       |
|                                                                         |       | 45,826,821 |       | 376,676           |       | 8,771,057         |       | 4,237,960          |       |
|                                                                         |       |       |       |              |       |              |       |               |       |
| NET LOSS                                                                     |       | $          | (5,255,883 | )                 | $          | (70,415           | )          | $                  | (1,092,911 | ) | $ | (500,179 | ) |
|                                                                         |       |       |       |              |       |              |       |               |       |
| Net loss allocated to  BostonCapital  Tax Credit Fund IILimited Partnership* |       | $          | (4,940,675 | )                 | $          | (69,712           | )          | $                  | (990,934   | ) | $ | (521,211 | ) |
|                                                                         |       |       |       |              |       |              |       |               |       |
| Net income (loss)  allocatedto other  partners                               |       | $          | (315,208   | )                 | $          | (703              | )          | $                  | (101,977   | ) | $ | 21,032 |   |

 

----

| *  | Amounts include $69,712, $990,934, $522,200, $357,433, $966,259 and  $1,661,589 for Series 7, Series 9, Series 10, Series 11,  Series 12 and Series 14, respectively, of loss not recognized under  the equity method of accounting as described in note A. |
|---------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

F-60

----

 

BostonCapital Tax Credit Fund II Limited Partnership -

Series 7,9 through 12, and 14

 

NOTESTO FINANCIAL STATEMENTS - CONTINUED

 

March 31,2009 and 2008

 

NOTE C - INVESTMENTS INOPERATING LIMITED PARTNERSHIPS (Continued)

 

Thecombined summarized statements of operations of the operating limitedpartnerships for the year ended December 31, 2007 in which Series 7,9 through 12, and 14 hold an interest as of December 31, 2007 are asfollows:

 

COMBINED SUMMARIZEDSTATEMENTS OF OPERATIONS - CONTINUED

 

Year ended December 31,2007

 
| ** **                                                                   | ** ** | **Series 11** | ** ** | **Series 12** | ** ** | **Series 14** | ** ** |
|------------------------------------------------------------------------------|------------|--------------------|------------|--------------------|------------|--------------------|------------|
| Revenue                                                                      |       |               |       |               |       |               |       |
| Rental                                                                       |       | $                  | 6,309,326  |               | $          | 4,831,693          |       | $ | 16,524,771 |   |
| Interest and other                                                           |       | 222,371            |       | 188,063            |       | 772,526            |       |
|                                                                         |       |               |       |               |       |               |       |
|                                                                         |       | 6,531,697          |       | 5,019,756          |       | 17,297,297         |       |
| Expenses                                                                     |       |               |       |               |       |               |       |
| Interest                                                                     |       | 1,056,470          |       | 927,699            |       | 3,143,241          |       |
| Depreciation and  amortization                                               |       | 1,693,807          |       | 1,283,446          |       | 4,184,987          |       |
| Taxes and insurance                                                          |       | 1,018,625          |       | 687,762            |       | 2,277,831          |       |
| Repairs and maintenance                                                      |       | 1,303,110          |       | 1,175,362          |       | 3,551,028          |       |
| Operating expenses                                                           |       | 1,936,910          |       | 1,782,827          |       | 5,678,740          |       |
| Other expenses                                                               |       | 145,982            |       | 217,345            |       | 375,956            |       |
|                                                                         |       |               |       |               |       |               |       |
|                                                                         |       | 7,154,904          |       | 6,074,441          |       | 19,211,783         |       |
|                                                                         |       |               |       |               |       |               |       |
| NET INCOME (LOSS)                                                            |       | $                  | (623,207   | )                  | $          | (1,054,685         | )          | $ | (1,914,486 | ) |
|                                                                         |       |               |       |               |       |               |       |
| Net loss allocated to  BostonCapital  Tax Credit Fund IILimited Partnership* |       | $                  | (569,012   | )                  | $          | (966,259           | )          | $ | (1,823,547 | ) |
|                                                                         |       |               |       |               |       |               |       |
| Net income (loss)  allocated to other partners                               |       | $                  | (54,195    | )                  | $          | (88,426            | )          | $ | (90,939 | ) |

 

----

| *  | Amounts include $69,712, $990,934, $522,200, $357,433, $966,259 and  $1,661,589 for Series 7, Series 9, Series 10, Series 11,  Series 12 and Series 14, respectively, of loss not recognized under  the equity method of accounting as described in note A. |
|---------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

F-61

----

 

BostonCapital Tax Credit Fund II Limited Partnership -

Series 7,9 through 12, and 14

 

NOTESTO FINANCIAL STATEMENTS - CONTINUED

 

March 31,2009 and 2008

 

NOTE D - RECONCILIATION OFFINANCIAL STATEMENT NET INCOME (LOSS) TO INCOME TAX RETURN

 

Forincome tax purposes, the partnership reports using a December 31year-end.  The partnership’s net income(loss) for financial reporting and tax return purposes for the year ended March 31,2009 is reconciled as follows:

 
| ** **                                                                                             | ** ** | **Total**  | ** ** | **Series 7** | ** ** | **Series 9** | ** ** | **Series 10** | ** ** |
|--------------------------------------------------------------------------------------------------------|------------|------------|------------|-------------------|------------|-------------------|------------|--------------------|------------|
| Net income (loss) for  financialreporting  purposes,March 31,  2009                               |       | $          | (690,607   | )                 | $          | 26,922            |       | $                  | 133,887    |   | $ | (184,522 | ) |
|                                                                                                   |       |       |       |              |       |              |       |               |       |
| Operating limited  partnershiprents received in advance                                                |       | (1,740     | )          | —            |       | —            |       | —             |       |
|                                                                                                   |       |       |       |              |       |              |       |               |       |
| Accrued partnership  managementfees not recognized fortax purposes                                     |       | 1,552,226  |       | 17,418            |       | 90,675            |       | 3,211              |       |
|                                                                                                   |       |       |       |              |       |              |       |               |       |
| Other                                                                                                  |       | 12,382,859 |       | 345,998           |       | 3,727,786         |       | 1,398,903          |       |
|                                                                                                   |       |       |       |              |       |              |       |               |       |
| Operating limited  partnershiploss not allowed for financialreporting under equitymethod of accounting |       | (3,812,389 | )          | —            |       | (820,715          | )          | (382,106           | )          |
|                                                                                                   |       |       |       |              |       |              |       |               |       |
| Impairment loss in  investment inoperating limited partnership                                         |       | 1,694,994  |       | —            |       | —            |       | 108,606            |       |
|                                                                                                   |       |       |       |              |       |              |       |               |       |
| Excess of tax  depreciation overbook depreciation onoperating limited partnershipassets                |       | (1,265,961 | )          | —            |       | (172,549          | )          | (110,360           | )          |
|                                                                                                   |       |       |       |              |       |              |       |               |       |
| Difference due to  fiscal year forbook purposes and calendaryear for tax purposes                      |       | (5,040,213 | )          | 92,221            |       | (595,732          | )          | (226,364           | )          |
|                                                                                                   |       |       |       |              |       |              |       |               |       |
| Income (loss) for tax  returnpurposes,  December 31, 2008                                         |       | $          | 4,819,169  |              | $          | 482,559           |       | $                  | 2,363,352  |   | $ | 607,368 |   |

 

F-62

----

 

Boston Capital Tax Credit Fund II Limited Partnership -

Series 7, 9 through 12, and 14

 

NOTES TO FINANCIAL STATEMENTS - CONTINUED

 

March 31, 2009 and 2008

 

NOTE D - RECONCILIATION OFFINANCIAL STATEMENT NET INCOME (LOSS) TO INCOME TAX RETURN (Continued)

 

Forincome tax purposes, the partnership reports using a December 31year-end.  The partnership’s net income(loss) for financial reporting and tax return purposes for the year ended March 31,2009 is reconciled as follows:

 
| ** **                                                                                                | ** ** | **Series 11** | ** ** | **Series 12** | ** ** | **Series 14** | ** ** |
|-----------------------------------------------------------------------------------------------------------|------------|--------------------|------------|--------------------|------------|--------------------|------------|
| Net income (loss) for  financial reporting purposes, March 31, 2009                                  |       | $                  | (984,245   | )                  | $          | 432,175            |       | $ | (114,824 | ) |
|                                                                                                      |       |               |       |               |       |               |       |
| Operating limited  partnership rents received in advance                                                  |       | —             |       | —             |       | (1,740             | )          |
|                                                                                                      |       |               |       |               |       |               |       |
| Accrued partnership  management fees not recognized for tax purposes                                      |       | 113,383            |       | 527,221            |       | 800,318            |       |
|                                                                                                      |       |               |       |               |       |               |       |
| Other                                                                                                     |       | 1,716,951          |       | 2,297,442          |       | 2,895,779          |       |
|                                                                                                      |       |               |       |               |       |               |       |
| Operating limited  partnership loss not allowedfor financial reporting under equity  methodof  accounting |       | (343,149           | )          | (762,849           | )          | (1,503,570         | )          |
|                                                                                                      |       |               |       |               |       |               |       |
| Impairment loss in  investment in operating limited partnership                                           |       | 1,049,559          |       | —             |       | 536,829            |       |
|                                                                                                      |       |               |       |               |       |               |       |
| Excess of tax  depreciation over book depreciationon operating limited partnership assets                 |       | (186,615           | )          | (173,746           | )          | (622,691           | )          |
|                                                                                                      |       |               |       |               |       |               |       |
| Difference due to  fiscal year for book purposesand calendar year for tax purposes                        |       | (617,263           | )          | (1,631,135         | )          | (2,061,940         | )          |
|                                                                                                      |       |               |       |               |       |               |       |
| Income (loss) for tax  return purposes, December 31, 2008                                            |       | $                  | 748,621    |               | $          | 689,108            |       | $ | (71,839 | ) |

 

F-63

----

 

BostonCapital Tax Credit Fund II Limited Partnership -

Series 7,9 through 12, and 14

 

NOTESTO FINANCIAL STATEMENTS - CONTINUED

 

March 31,2009 and 2008

 

NOTE D - RECONCILIATION OFFINANCIAL STATEMENT NET INCOME (LOSS) TO INCOME TAX RETURN (Continued)

 

Forincome tax purposes, the partnership reports using a December 31year-end.  The partnership’s net income(loss) for financial reporting and tax return purposes for the year ended March 31,2008 is reconciled as follows:

 
| ** **                                                                                             | ** ** | **Total**  | ** ** | **Series 7** | ** ** | **Series 9** | ** ** | **Series 10** | ** ** |
|--------------------------------------------------------------------------------------------------------|------------|------------|------------|-------------------|------------|-------------------|------------|--------------------|------------|
| Net income (loss) for  financialreporting  purposes,March 31,  2008                               |       | $          | (114,374   | )                 | $          | 136,720           |       | $                  | (169,864   | ) | $ | 298,714 |   |
|                                                                                                   |       |       |       |              |       |              |       |               |       |
| Operating limited  partnershiprents received in advance                                                |       | 2,014      |       | —            |       | 3,732             |       | —             |       |
|                                                                                                   |       |       |       |              |       |              |       |               |       |
| Accrued partnership  managementfees not recognized fortax purposes                                     |       | (1,797,460 | )          | (493,485          | )          | 176,961           |       | (538,425           | )          |
|                                                                                                   |       |       |       |              |       |              |       |               |       |
| Other                                                                                                  |       | (105,027   | )          | (23,243           | )          | (123,715          | )          | (190,847           | )          |
|                                                                                                   |       |       |       |              |       |              |       |               |       |
| Operating limited  partnershiploss not allowed for financialreporting under equitymethod of accounting |       | (4,568,127 | )          | (69,712           | )          | (990,934          | )          | (522,200           | )          |
|                                                                                                   |       |       |       |              |       |              |       |               |       |
| Impairment loss in  investment inoperating limited partnership                                         |       | 143,050    |       | —            |       | —            |       | —             |       |
|                                                                                                   |       |       |       |              |       |              |       |               |       |
| Excess of tax  depreciation overbook depreciation onoperating limited partnershipassets                |       | (1,534,445 | )          | —            |       | (254,591          | )          | (129,994           | )          |
|                                                                                                   |       |       |       |              |       |              |       |               |       |
| Difference due to  fiscal year forbook purposes and calendaryear for tax purposes                      |       | 10,240,067 |       | 1,324,290         |       | 2,239,163         |       | 1,957,591          |       |
|                                                                                                   |       |       |       |              |       |              |       |               |       |
| Income (loss) for tax  returnpurposes,  December 31, 2007                                         |       | $          | 2,265,698  |              | $          | 874,570           |       | $                  | 880,752    |   | $ | 874,839 |   |

 

F-64

----

 

Boston Capital Tax Credit Fund II Limited Partnership -

Series 7, 9 through 12, and 14

 

NOTES TO FINANCIAL STATEMENTS - CONTINUED

 

March 31, 2009 and 2008

 

NOTE D - RECONCILIATION OFFINANCIAL STATEMENT NET INCOME (LOSS) TO INCOME TAX RETURN (Continued)

 

Forincome tax purposes, the partnership reports using a December 31year-end.  The partnership’s net income(loss) for financial reporting and tax return purposes for the year ended March 31,2008 is reconciled as follows:

 
| ** **                                                                                                | ** ** | **Series 11** | ** ** | **Series 12** | ** ** | **Series 14** | ** ** |
|-----------------------------------------------------------------------------------------------------------|------------|--------------------|------------|--------------------|------------|--------------------|------------|
| Net income (loss) for  financial reporting purposes, March 31, 2008                                  |       | $                  | 426,709    |               | $          | (155,935           | )          | $ | (650,718 | ) |
|                                                                                                      |       |               |       |               |       |               |       |
| Operating limited  partnership rents received in advance                                                  |       | —             |       | —             |       | (1,718             | )          |
|                                                                                                      |       |               |       |               |       |               |       |
| Accrued partnership  management fees notrecognized for tax purposes                                       |       | (858,987           | )          | (251,186           | )          | 167,662            |       |
|                                                                                                      |       |               |       |               |       |               |       |
| Other                                                                                                     |       | 29,503             |       | 124,769            |       | 78,506             |       |
|                                                                                                      |       |               |       |               |       |               |       |
| Operating limited  partnership loss not allowedfor financial reporting under equity  methodof  accounting |       | (357,433           | )          | (966,259           | )          | (1,661,589         | )          |
|                                                                                                      |       |               |       |               |       |               |       |
| Impairment loss in  investment in operating limited partnership                                           |       | 143,050            |       | —             |       | —             |       |
|                                                                                                      |       |               |       |               |       |               |       |
| Excess of tax  depreciation over book depreciationon operating limited partnership assets                 |       | (215,653           | )          | (231,945           | )          | (702,262           | )          |
|                                                                                                      |       |               |       |               |       |               |       |
| Difference due to  fiscal year for book purposesand calendar year for tax purposes                        |       | 13,847             |       | 1,373,537          |       | 3,331,639          |       |
|                                                                                                      |       |               |       |               |       |               |       |
| Income (loss) for tax  return purposes, December 31, 2007                                            |       | $                  | (818,964   | )                  | $          | (107,019           | )          | $ | 561,520 |   |

 

F-65

----

 

BostonCapital Tax Credit Fund II Limited Partnership -

Series 7,9 through 12, and 14

 

NOTESTO FINANCIAL STATEMENTS - CONTINUED

 

March 31,2009 and 2008

 

NOTE D - RECONCILIATION OFFINANCIAL STATEMENT NET INCOME (LOSS) TO INCOME TAX RETURN (Continued)

 

Thedifferences between the investments in operating limited partnerships for taxpurposes and financial statements purposes at March 31, 2009 are asfollows:

 
| ** **                                                                       | ** ** | **Total**  | ** **  | **Series 7** | ** ** | **Series 9** | ** ** | **Series 10** | ** **  |
|----------------------------------------------------------------------------------|------------|------------|-------------|-------------------|------------|-------------------|------------|--------------------|-------------|
|                                                                             |       |       |        |              |       |              |       |               |        |
| Investments in  operating limitedpartnerships - tax returnDecember 31, 2008 |       | $          | (45,654,995 | )                 | $          | —            |       | $                  | (11,346,133 | ) | $ | (4,711,661 | ) |
|                                                                             |       |       |        |              |       |              |       |               |        |
| Add back losses not  recognizedunder the equity method                           |       | 35,116,787 |        | —            |       | 8,848,327         |       | 3,367,547          |        |
|                                                                             |       |       |        |              |       |              |       |               |        |
| Impairment loss in  investments inoperating limited partnerships                 |       | (6,947,808 | )           | —            |       | (369,919          | )          | (622,542           | )           |
|                                                                             |       |       |        |              |       |              |       |               |        |
| Less share of loss -  three monthsended March 31, 2009                      |       | (1,185,221 | )           | —            |       | —            |       | —             |        |
|                                                                             |       |       |        |              |       |              |       |               |        |
| Other                                                                            |       | 18,671,237 |        | —            |       | 2,867,725         |       | 1,966,656          |        |
|                                                                             |       |       |        |              |       |              |       |               |        |
| Investments in  operating limitedpartnerships - as reported,March 31, 2009  |       | $          | —      |              | $          | —            |       | $                  | —      |   | $ | — |   |

 

F-66

----

 

BostonCapital Tax Credit Fund II Limited Partnership -

Series 7,9 through 12, and 14

 

NOTESTO FINANCIAL STATEMENTS - CONTINUED

 

March 31,2009 and 2008

 

NOTE D - RECONCILIATION OFFINANCIAL STATEMENT NET INCOME (LOSS) TO INCOME TAX RETURN (Continued)

 

Thedifferences between the investments in operating limited partnerships for taxpurposes and financial statements purposes at March 31, 2009 are asfollows:

 
| ** **                                                                        | ** ** | **Series 11** | ** ** | **Series 12** | ** ** | **Series 14** | ** ** |
|-----------------------------------------------------------------------------------|------------|--------------------|------------|--------------------|------------|--------------------|------------|
|                                                                              |       |               |       |               |       |               |       |
| Investments in  operating limited partnerships - taxreturn December 31, 2008 |       | $                  | (4,678,927 | )                  | $          | (7,903,149         | )          | $ | (17,015,125 | ) |
|                                                                              |       |               |       |               |       |               |       |
| Add back losses not  recognized under the equitymethod                            |       | 4,081,996          |       | 5,945,930          |       | 12,872,987         |       |
|                                                                              |       |               |       |               |       |               |       |
| Impairment loss in  investments in operating limitedpartnerships                  |       | (2,258,061         | )          | (657,455           | )          | (3,039,831         | )          |
|                                                                              |       |               |       |               |       |               |       |
| Less share of loss -  three months endedMarch 31, 2009                       |       | —             |       | (194,516           | )          | (990,705           | )          |
|                                                                              |       |               |       |               |       |               |       |
| Other                                                                             |       | 2,854,992          |       | 2,809,190          |       | 8,172,674          |       |
|                                                                              |       |               |       |               |       |               |       |
| Investments in  operating limited partnerships - asreported, March 31, 2009  |       | $                  | —     |               | $          | —             |       | $ | — |   |

 

F-67

----

 

BostonCapital Tax Credit Fund II Limited Partnership -

Series 7,9 through 12, and 14

 

NOTESTO FINANCIAL STATEMENTS - CONTINUED

 

March 31,2009 and 2008

 

NOTE D - RECONCILIATION OFFINANCIAL STATEMENT NET INCOME (LOSS) TO INCOME TAX RETURN (Continued)

 

Thedifferences between the investments in operating limited partnerships for taxpurposes and financial statements purposes at March 31, 2008 are asfollows:

 
| ** **                                                                       | ** ** | **Total**  | ** **  | **Series 7** | ** ** | **Series 9** | ** ** | **Series 10** | ** **  |
|----------------------------------------------------------------------------------|------------|------------|-------------|-------------------|------------|-------------------|------------|--------------------|-------------|
|                                                                             |       |       |        |              |       |              |       |               |        |
| Investments in  operating limitedpartnerships - tax returnDecember 31, 2007 |       | $          | (50,388,097 | )                 | $          | (418,413          | )          | $                  | (13,719,707 | ) | $ | (5,490,545 | ) |
|                                                                             |       |       |        |              |       |              |       |               |        |
| Add back losses not  recognizedunder the equity method                           |       | 39,267,643 |        | 442,074           |       | 11,077,219        |       | 3,269,380          |        |
|                                                                             |       |       |        |              |       |              |       |               |        |
| Impairment loss in  investments inoperating limited partnerships                 |       | (5,963,069 | )           | —            |       | (369,919          | )          | (512,842           | )           |
|                                                                             |       |       |        |              |       |              |       |               |        |
| Less share of loss -  three monthsended March 31, 2008                      |       | (1,536,040 | )           | —            |       | —            |       | —             |        |
|                                                                             |       |       |        |              |       |              |       |               |        |
| Other                                                                            |       | 20,629,630 |        | (23,661           | )          | 3,012,407         |       | 2,860,510          |        |
|                                                                             |       |       |        |              |       |              |       |               |        |
| Investments in  operating limitedpartnerships - as reported,March 31, 2008  |       | $          | 2,010,067   |              | $          | —            |       | $                  | —      |   | $ | 126,503 |   |

 

F-68

----

 

BostonCapital Tax Credit Fund II Limited Partnership -

Series 7,9 through 12, and 14

 

NOTESTO FINANCIAL STATEMENTS - CONTINUED

 

March 31,2009 and 2008

 

NOTE D - RECONCILIATION OFFINANCIAL STATEMENT NET INCOME (LOSS) TO INCOME TAX RETURN (Continued)

 

Thedifferences between the investments in operating limited partnerships for taxpurposes and financial statements purposes at March 31, 2008 are asfollows:

 
| ** **                                                                        | ** ** | **Series 11** | ** ** | **Series 12** | ** ** | **Series 14** | ** ** |
|-----------------------------------------------------------------------------------|------------|--------------------|------------|--------------------|------------|--------------------|------------|
|                                                                              |       |               |       |               |       |               |       |
| Investments in  operating limited partnerships - taxreturn December 31, 2007 |       | $                  | (5,293,129 | )                  | $          | (8,560,298         | )          | $ | (16,906,005 | ) |
|                                                                              |       |               |       |               |       |               |       |
| Add back losses not  recognized under the equity method                           |       | 4,446,780          |       | 6,375,451          |       | 13,656,739         |       |
|                                                                              |       |               |       |               |       |               |       |
| Impairment loss in  investments in operating limitedpartnerships                  |       | (1,498,289         | )          | (1,024,070         | )          | (2,557,949         | )          |
|                                                                              |       |               |       |               |       |               |       |
| Less share of loss -  three months ended March 31, 2008                      |       | —             |       | (279,923           | )          | (1,256,117         | )          |
|                                                                              |       |               |       |               |       |               |       |
| Other                                                                             |       | 3,517,298          |       | 3,488,840          |       | 7,774,236          |       |
|                                                                              |       |               |       |               |       |               |       |
| Investments in  operating limited partnerships - asreported, March 31, 2008  |       | $                  | 1,172,660  |               | $          | —             |       | $ | 710,904 |   |

 

F-69

----

 

BostonCapital Tax Credit Fund II Limited Partnership -

Series 7,9 through 12, and 14

 

NOTESTO FINANCIAL STATEMENTS - CONTINUED

 

March 31,2009 and 2008

 

NOTE E - SUBSEQUENT EVENTS

 

The partnership has entered into agreementsto sell interests in eight operating limited partnerships which are expected toclose after March 31, 2009.  Theestimated sales price and other terms for the dispositions of the operatinglimited partnerships have been determined. The estimated proceeds to be received for the operating limited partnershipsis $2,113,375.  The estimated gain onsale of the operating limited partnerships is $1,946,237, which is expected tobe recognized in the second and third quarters of fiscal year 2010.

 

NOTE F - CONCENTRATION OF CREDIT RISK

 

Thepartnership maintains its cash and cash equivalent balances in several accountsin various financial institutions.  Thebalances are generally insured by the Federal Deposit Insurance Corporation(FDIC) up to specified limits by each institution.  At times, the balances may exceed theseinsurance limits; however, the partnership has not experienced any losses withrespect to its balances in excess of FDIC insurance.  Management believes that no significantconcentration of credit risk with respect to these cash and cash equivalentbalances exists as of March 31, 2009.

 

NOTEG - FAIR VALUE OF FINANCIAL INSTRUMENTS

 

The partnership issubject to the disclosure provisions of FASB Statement No. 107, “Disclosuresabout Fair Value of Financial Instruments,” (FAS 107), which requires disclosureof the fair value of the partnership’s financial instruments.  As of March 31, 2009, the partnership’sfinancial instruments relate to accounts payable - affiliates.  Management has not disclosed the fair valueof the financial instruments because determination of such fair value is deemedto be impractical.  The accounts payable- affiliates are owed to affiliates of the partnership.  The unique nature of these financialinstruments makes determination of any fair value impractical. See note B fordisclosure of the carrying amount and terms of these financial instruments.

 

F-70

----