UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 Washington,
D.C. 20549
 
 ______________
 
 FORM
10-Q
 
 ______________
 (Mark
One)
 
 x
            QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934
 
 For
the quarterly period ended September 30, 2008
 
 OR
 
 [  ]
            TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934
 
 
 Commission
File Number 0-17015
  
 INDEPENDENCE
TAX CREDIT PLUS L.P. IV
 (Exact
name of registrant as specified in its charter)
 
 
 
 Delaware
            
            13-3809869(State
      or other jurisdiction of incorporation or organization)
            
            (I.R.S.
      Employer Identification No.)625
      Madison Avenue, New York, New York
            
            10022(Address
      of principal executive offices)
            
            (Zip
      Code)
 
 
 Registrant’s
telephone number, including area code (212) 317-5700
 
 
 Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.  Yes  xNo  [  ]
 
 
 Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting
company.  See definitions of “large accelerated filer”, “accelerated
filer” and “smaller reporting company” in Rule 12b-2 of the Exchange
Act.
 
 
 Large
      accelerated filer [  ]
            
            Accelerated
      filer  [  ]Non-accelerated
      filer [  ]  (Do not check if a smaller reporting
      company)
            
            Smaller
      reporting company  x
 
 
 Indicate by check mark whether the
registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act).  Yes  [  ]  No  x
 
 
 
 
 PART I –
FINANCIAL INFORMATION
 
 Item 1.
Financial Statements
 
 INDEPENDENCE
TAX CREDIT PLUS L.P. IV
 AND
SUBSIDIARIES
 Condensed
Consolidated Balance Sheets
 
 
 September
      30,
              2008
            
            March
      31,
              2008(Unaudited)
            
            (Audited)ASSETSOperating
      assetsProperty
      and equipment - (at cost, net of accumulated depreciation of$22,272,952
      and $21,186,975, respectively)
            
            $
            47,937,775
            
            $
            49,023,752Cash
      and cash equivalents
            
            
            2,464,094
            
            
            2,231,576Cash
      held in escrow
            
            
            2,914,920
            
            
            2,816,310Deferred
      costs (net of accumulated amortization of $751,817 and$731,095,
      respectively)
            
            
            388,776
            
            
            409,498Due
      from local general partners and affiliates
            
            
            317,985
            
            
            299,985Other
      assets
            
            
            747,179
            
            
            517,343Total
      operating assets
            
            $
            54,770,729
            
            $
            55,298,464Assets
      of discontinued operations (Note 5):Net
      assets held for sale
            
            
            0
            
            
            554,439Total
      discontinued assets
            
            
            0
            
            
            554,439Total
      assets
            
            $
            54,770,729
            
            $
            55,852,903LIABILITIES
      AND PARTNERS’ CAPITAL (DEFICIT)Operating
      liabilitiesMortgage
      notes payable
            
            $
            27,052,413
            
            $
            27,258,408Accounts
      payable
            
            
            677,609
            
            
            434,095Accrued
      interest payable
            
            
            6,299,707
            
            
            6,010,799Security
      deposit payable
            
            
            338,938
            
            
            330,190Due
      to local general partners and affiliates (Note 2)
            
            
            1,826,430
            
            
            1,823,782Due
      to general partners and affiliates (Note 2)
            
            
            2,934,129
            
            
            2,757,581Total
      operating liabilities
            
            
            39,129,226
            
            
            38,614,855Liabilities
      of discontinued operations (Note 5)Mortgage
      notes payable
            
            
            0
            
            
            216,891Accounts
      payable and other liabilities
            
            
            0
            
            
            18Total
      discontinued liabilities
            
            
            0
            
            
            216,909Total
      liabilities
            
            
            39,129,226
            
            
            38,831,764Minority
      interests
            
            
            1,440,200
            
            
            1,456,791Commitments
      and contingencies (Note 6)Partners’
      capital (deficit):Limited
      partners – 45,844 Beneficial Assignment Certificates (“BACs”) issued and
      outstanding
            
            
            14,466,825
            
            
            15,816,240General
      partners
            
            
            (265,522
            )
            
            (251,892
            )Total
      partners’ capital (deficit)
            
            
            14,201,303
            
            
            15,564,348Total
      liabilities and partners’ capital (deficit)
            
            $
            54,770,729
            
            $
            55,852,903The
      accompanying notes are an integral part of these condensed consolidated
      financial statements.
   - 2
-
  INDEPENDENCE
TAX CREDIT PLUS L.P. IV
 AND
SUBSIDIARIES
 Condensed
Consolidated Statements of Operations
 (Unaudited)
 
 
 
 
 Three
      Months Ended
              September
      30,
            
            
            Six
      Months Ended
              September
      30,2008
            
            
            2007
            
            
            2008
            
            
            2007Operations:RevenuesRental
      income
            
            $
            1,279,168
            
            
            $
            1,242,591
            
            
            $
            2,547,819
            
            
            $
            2,472,846Other
            
            
            66,842
            
            
            
            58,592
            
            
            
            141,359
            
            
            
            148,068Total
      revenues
            
            
            1,346,010
            
            
            
            1,301,183
            
            
            
            2,689,178
            
            
            
            2,620,914ExpensesGeneral
      and administrative
            
            
            313,885
            
            
            
            415,379
            
            
            
            700,325
            
            
            
            735,980General
      and administrative-related parties (Note 2)
            
            
            153,275
            
            
            
            185,733
            
            
            
            350,733
            
            
            
            361,074Repairs
      and maintenance
            
            
            282,066
            
            
            
            275,444
            
            
            
            471,864
            
            
            
            482,860Operating
      and other
            
            
            203,892
            
            
            
            187,677
            
            
            
            424,937
            
            
            
            414,665Real
      estate taxes
            
            
            32,951
            
            
            
            36,380
            
            
            
            64,258
            
            
            
            68,004Insurance
            
            
            86,590
            
            
            
            83,688
            
            
            
            166,866
            
            
            
            162,870Interest
            
            
            361,931
            
            
            
            369,969
            
            
            
            719,812
            
            
            
            729,887Depreciation
      and amortization
            
            
            553,743
            
            
            
            549,677
            
            
            
            1,106,698
            
            
            
            1,100,154Total
      expenses
            
            
            1,988,333
            
            
            
            2,103,947
            
            
            
            4,005,493
            
            
            
            4,055,494Loss
      before minority interest and discontinued operations
            
            
            (642,323
            )
            
            
            (802,764
            )
            
            
            (1,316,315
            )
            
            
            (1,434,580
            )Minority
      interest in loss of subsidiaries fromoperations
            
            
            (3,311
            )
            
            
            (6,228
            )
            
            
            (12,488
            )
            
            
            (5,631
            )Loss
      from continuing operations
            
            
            (645,634
            )
            
            
            (808,992
            )
            
            
            (1,328,803
            )
            
            
            (1,440,211
            )Discontinued
      operations:Loss
      from discontinued operations (including minorityinterest)
      (Note 4)
            
            
            0
            
            
            
            (46,474
            )
            
            
            (34,242
            )
            
            
            (154,510
            )Net
      loss
            
            $
            (645,634
            )
            
            $
            (855,466
            )
            
            $
            (1,363,045
            )
            
            $
            (1,594,721
            )Loss
      from continuing operations – limited partners
            
            $
            (639,178
            )
            
            $
            (800,902
            )
            
            $
            (1,315,515
            )
            
            $
            (1,425,809
            )Loss
      from discontinued operations (including minorityinterest)
      – limited partners
            
            
            0
            
            
            
            (46,010
            )
            
            
            (33,900
            )
            
            
            (152,965
            )Net
      loss – limited partners
            
            $
            (639,178
            )
            
            $
            (846,912
            )
            
            $
            (1,349,415
            )
            
            $
            (1,578,774
            )Number
      of BACs outstanding
            
            
            45,844
            
            
            
            45,844
            
            
            
            45,844
            
            
            
            45,844Loss
      from continuing operations per weighted average BAC
            
            $
            (13.94
            )
            
            $
            (17.47
            )
            
            $
            (28.69
            )
            
            $
            (31.10
            )Loss
      from discontinued operations per weighted average BAC
            
            
            0
            
            
            
            (1.01
            )
            
            
            (0.74
            )
            
            
            (3.34
            )Net
      loss per weighted average BAC
            
            $
            (13.94
            )
            
            $
            (18.48
            )
            
            $
            (29.43
            )
            
            $
            (34.44
            )The
      accompanying notes are an integral part of these condensed consolidated
      financial statements.
   - 3
-
  INDEPENDENCE
TAX CREDIT PLUS L.P. IV
 AND
SUBSIDIARIES
 Condensed
Consolidated Statement of Changes in Partners’ Capital (Deficit)
 (Unaudited)
 
 
 
 
 Total
            
            
            Limited
              Partners
            
            
            General
              PartnerPartners’
      capital (deficit) – April 1, 2008
            
            $
            15,564,348
            
            
            $
            15,816,240
            
            
            $
            (251,892
            )Net
      loss
            
            
            (1,363,045
            )
            
            
            (1,349,415
            )
            
            
            (13,630
            )Partners’
      capital (deficit) – September 30, 2008
            
            $
            14,201,303
            
            
            $
            14,466,825
            
            
            $
            (265,522
            )The
      accompanying notes are an integral part of these condensed consolidated
      financial statements.
 
 
 - 4
-
  INDEPENDENCE
TAX CREDIT PLUS L.P. IV
 AND
SUBSIDIARIES
 Condensed
Consolidated Statements of Cash Flows
 (Unaudited)
 
 
 
 Six
      Months Ended
              September
      30,2008
            
            
            2007Cash
      flows from operating activities:Net
      loss
            
            $
            (1,363,045
            )
            
            $
            (1,594,721
            )Adjustments
      to reconcile net loss to net cash (used in) provided by operating
      activities:Depreciation
      and amortization
            
            
            1,106,698
            
            
            
            1,209,796Loss
      on sale of property
            
            
            34,242
            
            
            
            0Minority
      interest in income of subsidiary partnerships
            
            
            12,488
            
            
            
            5,631Increase
      in cash held in escrow
            
            
            (72,545
            )
            
            
            (113,778
            )Increase
      in other assets
            
            
            (229,836
            )
            
            
            (33,019
            )(Decrease)
      increase in accounts payable
            
            
            (193,009
            )
            
            
            115,700Increase
      in accrued interest payable
            
            
            288,908
            
            
            
            305,304Increase
      (decrease) in security deposit payable
            
            
            8,746
            
            
            
            (22,697
            )Decrease
      in due to local general partners and affiliates
            
            
            0
            
            
            
            (21,766
            )Increase
      in due to general partner and affiliates
            
            
            176,548
            
            
            
            228,027Total
      adjustments
            
            
            1,132,240
            
            
            
            1,673,198Net
      cash (used in) provided by operating activities
            
            
            (230,805
            )
            
            
            78,477Cash
      flows from investing activities:Increase
      in cash held in escrow
            
            
            (26,065
            )
            
            
            (47,786
            )Proceeds
      from sale of property
            
            
            303,289
            
            
            
            0Increase
      in due from local general partner and affiliates
            
            
            (18,000
            )
            
            
            0Net
      payments from (to) local general partners and affiliates
            
            
            2,648
            
            
            
            (32,657
            )Net
      cash provided by (used in) investing activities
            
            
            261,872
            
            
            
            (80,443
            )Cash
      flows from financing activities:Repayments
      of mortgage notes
            
            
            (205,995
            )
            
            
            (219,022
            )Decrease
      in capitalization of consolidated subsidiaries attributable to minority
      interest
            
            
            (29,079
            )
            
            
            (32,439
            )Net
      cash used in financing activities
            
            
            (235,074
            )
            
            
            (251,461
            )Net
      decrease in cash and cash equivalents
            
            
            (204,007
            )
            
            
            (253,427
            )Cash
      and cash equivalents at beginning of period
            
            
            2,668,101
            
            
            
            1,375,669Cash
      and cash equivalents at end of period
            
            $
            2,464,094
            
            
            $
            1,122,242Supplemental
      disclosure of cash flow information:Cash
      paid during period for interest*
            
            $
            430,904
            
            
            $
            641,109*Cash
      and cash equivalents, end of period, includes cash and cash equivalents
      from discontinued operations of $0 and $49,686,
    respectively.Summarized
      below are the components of the loss on sale of property:Proceeds
      from sale of investment – net
            
            $
            (303,289
            )
            
            $
            0Decrease
      in other assets
            
            
            54,000
            
            
            
            0Increase
      in mortgage notes payable
            
            
            (216,891
            )
            
            
            0Increase
      in accounts payable and other liabilities
            
            
            436,508
            
            
            
            0Decrease
      in due from local general partner and affiliates
            
            
            63,914
            
            
            
            0The
      accompanying notes are an integral part of these condensed consolidated
      financial statements.
   - 5
-
  INDEPENDENCE
TAX CREDIT PLUS L.P. IV
 AND
SUBSIDIARIES
 Notes to
Condensed Consolidated Financial Statements
 September
30, 2008
 (Unaudited)
 NOTE 1 –
General
 
 The
condensed consolidated financial statements include the accounts of Independence
Tax Credit Plus L.P. IV (the “Partnership”) and thirteen other limited
partnerships (“subsidiary partnerships”, “subsidiaries” or “Local Partnerships”)
owning affordable apartment complexes (“Properties”) that are eligible for the
low-income housing tax credits.  Some of the Properties may also be
eligible for the historic rehabilitation tax credits.  As of September
30, 2008, the property and the related assets and liabilities of one Local
Partnership were sold (see Note 4).  The general partner of the
Partnership is Related Independence L.L.C., a Delaware limited liability company
(the “General Partner”).  Through the rights of the Partnership and/or
an affiliate of the General Partner, which affiliate has a contractual
obligation to act on behalf of the Partnership to remove the general partner of
the subsidiary partnerships (“Local General Partners”) and to approve certain
major operating and financial decisions, the Partnership has a controlling
financial interest in the subsidiary partnerships.
 
 For
financial reporting purposes, the Partnership’s second fiscal quarter ends
September 30.  The second quarter for all subsidiaries ends June
30.  Accounts of the subsidiaries have been adjusted for intercompany
transactions from July 1 through September 30.  The Partnership’s
fiscal quarter ends three months after the subsidiaries in order to allow
adequate time for the subsidiaries’ financial statements to be prepared and
consolidated.
 
 All
intercompany accounts and transactions with the subsidiary partnerships have
been eliminated in consolidation.
 
 Increase
(decrease) in the capitalization of consolidated subsidiaries attributable to
minority interest arises from cash contributions from and cash distributions to
the minority interest partners.
 
 Losses
attributable to minority interests that exceed the minority interests’
investment in a subsidiary have been charged to the Partnership.  Such
losses aggregated approximately $0 and $3,000 and $0 and $0 for the three and
six months ended September 30, 2008 and 2007, respectively.  The
Partnership’s investment in each subsidiary is equal to the respective
subsidiary’s partners’ equity less minority interest capital, if any. In
consolidation, all subsidiary partnership losses are included in the
Partnership’s capital account except for losses allocated to minority interest
capital.
 
 Certain
information and note disclosures normally included in financial statements
prepared in accordance with accounting principles generally accepted in the
United States of America (“GAAP”) have been omitted or condensed. These
condensed consolidated financial statements should be read in conjunction with
the consolidated financial statements and notes thereto included in the
Partnership’s Annual Report on Form 10-K for the year ended March 31,
2008.
 
 The books
and records of the Partnership are maintained on the accrual basis of accounting
in accordance with GAAP.  In the opinion of the General Partner of the
Partnership, the accompanying unaudited condensed consolidated financial
statements contain all adjustments (consisting only of normal recurring
adjustments) necessary to present fairly the consolidated financial position of
the Partnership as of September 30, 2008, the results of its operations for the
three and six months ended September 30, 2008 and 2007 and its cash flows for
the six months ended September 30, 2008 and 2007.  However, the
operating results for the six months ended September 30, 2008 may not be
indicative of the results for the entire year.
 
 Recent Accounting
Pronouncements
 
 In
October 2008, the FASB issued FSP FAS 157-3, Determining the Fair Value of a
Financial Asset When the Market for That Asset Is Not Active, which
addresses the application of SFAS 157 for illiquid financial
instruments.  FSP FAS 157-3 clarifies that approaches to determining
fair value other than the market approach may be appropriate when the market for
a financial asset is not active. The adoption of FSP FAS 157-3 is not expected
to have a material effect on the Partnership’s condensed consolidated financial
statements.
 
 - 6
-
 
 INDEPENDENCE
TAX CREDIT PLUS L.P. IV
 AND
SUBSIDIARIES
 Notes to
Condensed Consolidated Financial Statements
 September
30, 2008
 (Unaudited)
 NOTE 2 –
Related Party Transactions
 
 A)
            Related
      Party Expenses
 
 An
affiliate of the General Partner has a .01% interest as a special limited
partner in each of the Local Partnerships.
 
 The costs
incurred to related parties from operations for the three and six months ended
September 30, 2008 and 2007 were as follows:
 
 Three
      Months Ended
              September
      30,
            
            Six
      Months Ended
              September
      30,2008
            
            2007
            
            2008
            
            2007Partnership
      management fees (a)
            
            $
            67,050
            
            $
            84,280
            
            $
            144,800
            
            $
            168,560Expense
      reimbursement (b)
            
            
            22,692
            
            
            41,472
            
            
            50,450
            
            
            65,926Local
      administrative fee (c)
            
            
            19,000
            
            
            15,750
            
            
            38,000
            
            
            31,500Total
      general and administrative-General Partners
            
            
            108,742
            
            
            141,502
            
            
            233,250
            
            
            265,986Property
      management fees incurred to affiliates of the subsidiary partnerships’
      general partners (d)
            
            
            44,533
            
            
            44,231
            
            
            117,483
            
            
            95,088Total
      general and administrative-related parties
            
            $
            153,275
            
            $
            185,733
            
            $
            350,733
            
            $
            361,074
 
 
 There
were no costs incurred to related parties from discontinued operations for the
three and six months ended September 30, 2008 and 2007.
 
 (a)  The
General Partner is entitled to receive a partnership management fee, after
payment of all Partnership expenses, which together with the annual local
administrative fees will not exceed a maximum of 0.5% per annum of invested
assets (as defined in the Partnership Agreement), for administering the affairs
of the Partnership. Subject to the foregoing limitation, the partnership
management fee will be determined by the General Partner in its sole discretion
based upon its review of the Partnership’s investments.  Unpaid
partnership management fees for any year will be accrued without interest and
will be payable only to the extent of available funds after payments on all
Partnership liabilities have been made other than to those owed to the General
Partner.  Partnership management fees owed to the General Partner
amounting to approximately $2,315,000 and $2,170,000 were accrued and unpaid as
of September 30, 2008 and March 31, 2008, respectively and are included in due
to general partners and affiliates on the consolidated balance
sheets.  Without the General Partner’s advances and continued accrual
without payment of certain fees and expense reimbursements, the Partnership
would not be in a position to meet its obligations.
 
 (b)  The
Partnership reimburses the General Partner and its affiliates for actual
Partnership operating expenses incurred by the General Partner and its
affiliates on the Partnership’s behalf. The amount of reimbursement from the
Partnership is limited by the provisions of the Partnership Agreement. Another
affiliate of the General Partner performs asset monitoring for the Partnership.
These services include site visits and evaluations of the subsidiary
partnerships’ performance.
 
 (c)  Independence
SLP IV L.P., a special limited partner of the subsidiary partnerships, is
entitled to receive a local administrative fee up to $5,000 per year from each
subsidiary partnership.
 
 (d)  Property
management fees incurred by the Local Partnerships amounted to $88,436 and
$92,798 and $201,266 and $190,789 for the three and six months ended September
30, 2008 and 2007, respectively.  Of these fees, $44,533 and $44,231
and $117,483 and $95,088 were incurred to affiliates of the subsidiary
partnerships’ general partners (“Local General Partners”) for the three and six
months ended September 30, 2008 and 2007, respectively, which includes $0 of
fees relating to discontinued operations.
 
 B)
            Due
      to Local General Partners and
Affiliates
 
 The
amounts due to Local General Partners and affiliates from operating liabilities
consist of the following:
 
 September
      30,
              2008
            
            
            March
      31,
              2008Development
      fee payable
            
            $
            1,586,382
            
            
            $
            1,583,734Construction
      costs payable
            
            
            50,000
            
            
            
            50,000Operating
      advances
            
            
            126,565
            
            
            
            126,565Management
      and other fees
            
            
            63,483
            
            
            
            63,483$
            1,826,430
            
            
            $
            1,823,782
 
 
 - 7
-
 INDEPENDENCE
TAX CREDIT PLUS L.P. IV
 AND
SUBSIDIARIES
 Notes to
Condensed Consolidated Financial Statements
 September
30, 2008
 (Unaudited)
 NOTE 3 –
Fair Value Measurements
 
 In the
first quarter of 2008, we adopted SFAS No. 157, “Fair Value Measurements”,for
financial assets and liabilities.  We elected the
deferral option available for one year for non-financial assets and
liabilities.This
standard defines fair value, provides guidance for measuring fair value and
requires certain disclosures.  This standard does not require any new
fair value measurements, but discusses valuation techniques, such as the market
approach (comparable market prices), the income approach (present value of
future income or cash flow), and the cost approach (cost to replace the service
capacity of an asset or replacement cost).  The statement provides for
a fair value hierarchy that prioritizes the inputs to valuation techniques used
to measure fair value into three broad levels.  The following is a
brief description of those three levels:
 
 Level
      1:
            Observable
      inputs such as quoted prices (unadjusted) in active markets for identical
      assets or liabilities.
 
 Level
      2:
            Inputs
      other than quoted prices that are observable for the asset or liability,
      either directly or indirectly.  These include quoted prices for
      similar assets or liabilities in active markets and quoted prices for
      identical or similar assets or liabilities in markets that are not
      active.
 
 Level
      3:
            Unobservable
      inputs that reflect our own
assumptions.
 
 As
permitted, we chose not to elect the fair value option as prescribed by FASB
SFAS No. 159, “The Fair Value
Option for Financial Assets and Financial Liabilities” – Including an
Amendment of FASB Statement No. 115, for our financial assets and liabilities
that had not been previously carried at fair value.  Therefore, we did
not elect to fair value any additional items under SFAS No. 159.
 
 The
Partnership’s financial assets and liabilities subject to recurring fair value
measurements and the necessary disclosures are as follows:
 
 At
      September 30, 2008
            
            Fair
      Value Measurements at
              September
      30, 2008 using
              Fair
      Value HierarchyCost
            
            Fair
      Value
            
            Level
      1
            
            Level
      2
            
            Level
      3LIABILITIES:Mortgage
      notes
            
            $
            27,052,413
            
            
            $
            27,052,413
            
            
            $
            0
            
            
            $
            0
            
            
            $
            27,052,413
 
 
 The
financial liabilities measured at fair value using Level 3 inputs at September
30, 2008 were previously reported as using Level 1 inputs.
 
 
 NOTE 4 –
Sale of Property
 
 As of
September 30, 2008, the property and the related assets and liabilities of one
Local Partnership have been sold.  There can be no assurance as to
when the Partnership will dispose of its remaining investments or the amount of
proceeds which may be received.  However, based on the historical
operating results of the Local Partnerships and the current economic conditions,
including changes in tax laws, it is unlikely that the proceeds from such sales
received by the Partnership will be sufficient to return to the limited partners
their original investments.  All gains and losses on sales are
included in discontinued operations.
 
 On
September 5, 2007, the property and the related assets and liabilities of
Westminster Park Plaza, a California L.P. (“Westminster”) were sold to an
affiliate of the Local General Partner for a sales price of
$14,070,228.  The Partnership received $2,816,891 as a distribution
from this sale after the repayment of mortgages, other liabilities and closing
costs of approximately $11,253,000.  The sale resulted in a gain of
approximately $5,032,000 resulting from the write-off of the deficit basis in
the property at the date of sale, which was recorded during the quarter ended
March 31, 2008.  An adjustment reducing the gain by approximately
$34,000 was recorded during the quarter ended June 30, 2008, resulting in an
overall gain of approximately $4,998,000.
 
 
 NOTE 5 –
Discontinued Operations
 
 The
following table summarizes the financial position of the Local Partnerships that
are classified as discontinued operations because the respective Local
Partnerships were classified as assets held for sale.  As of September
30, 2008, there were no Local Partnerships classified as discontinued operations
in the consolidated balance sheets.  As of March 31, 2008, Westminster
was classified as a discontinued operation in the consolidated balance
sheets.  The amounts shown below, as of March 31, 2008, represent
residual cash and accounts payable balances as of the balance sheet date from
the sale of Westminster.
 
 - 8
-
 INDEPENDENCE
TAX CREDIT PLUS L.P. IV
 AND
SUBSIDIARIES
 Notes to
Condensed Consolidated Financial Statements
 September
30, 2008
 (Unaudited)
 
 September
      30,
              2008
            
            
            March
      31,
              2008AssetsCash
      and cash equivalents
            
            $
            0
            
            
            $
            436,525Due
      from Local General Partners and affiliates
            
            
            0
            
            
            
            63,914Other
      assets
            
            
            0
            
            
            
            54,000Total
      assets
            
            $
            0
            
            
            $
            554,439LiabilitiesMortgage
      notes payable
            
            $
            0
            
            
            $
            216,891Accounts
      payable and other liabilities
            
            
            0
            
            
            
            18Total
      liabilities
            
            $
            0
            
            
            $
            216,909
 
 
 The
following table summarizes the results of operations of the Local Partnership
that is classified as discontinued operations.  For the three and six
months ended September 30, 2008, Westminster, which was sold during the year
ended March 31, 2008, was classified as discontinued operations on the condensed
consolidated financial statements.  For the three and six months ended
September 30, 2007, Westminster, in order to present comparable results for the
three and six months ended September 30, 2008, was classified as discontinued
operations on the condensed consolidated statement of operations.
 
 Consolidated
Statements of Discontinued Operations:
 
 Three
      Months Ended
              September
      30,
            
            Six
      Months Ended
              September
      30,2008
            
            2007
            
            2008
            
            2007RevenuesRental
      income
            
            $
            0
            
            $
            296,444
            
            $
            0
            
            $
            583,073Other
            
            
            0
            
            
            10,555
            
            
            0
            
            
            21,841Loss
      on sale of property (Note 4)
            
            
            0
            
            
            0
            
            
            (34,242
            )
            
            0Total
      revenues
            
            
            0
            
            
            306,999
            
            
            (34,242
            )
            
            604,914ExpensesGeneral
      and administrative
            
            
            0
            
            
            129,367
            
            
            0
            
            
            272,855Repairs
      and maintenance
            
            
            0
            
            
            25,696
            
            
            0
            
            
            74,168Operating
      and other
            
            
            0
            
            
            8,085
            
            
            0
            
            
            31,524Real
      estate taxes
            
            
            0
            
            
            13,960
            
            
            0
            
            
            27,919Insurance
            
            
            0
            
            
            14,335
            
            
            0
            
            
            26,790Interest
            
            
            0
            
            
            107,531
            
            
            0
            
            
            216,526Depreciation
      and amortization
            
            
            0
            
            
            54,499
            
            
            0
            
            
            109,642Total
      expenses
            
            
            0
            
            
            353,473
            
            
            0
            
            
            759,424Net
      loss from discontinued operations
            
            $
            0
            
            $
            (46,474
            )
            $
            (34,242
            )
            $
            (154,510
            )Net
      loss – limited partners from discontinued operations
            
            $
            0
            
            $
            (46,010
            )
            $
            (33,900
            )
            $
            (152,965
            )Number
      of BACs outstanding
            
            
            45,844
            
            
            45,844
            
            
            45,844
            
            
            45,844Net
      loss from discontinued operations per weightedaverage
      BAC
            
            $
            0
            
            $
            (1.01
            )
            $
            (0.74
            )
            $
            (3.34
            )
 
 
 - 9
-
 INDEPENDENCE
TAX CREDIT PLUS L.P. IV
 AND
SUBSIDIARIES
 Notes to
Condensed Consolidated Financial Statements
 September
30, 2008
 (Unaudited)
 
 Six
      Months Ended
              September
      30,2008
            
            
            2007*Net
      cash (used in) provided by operating activities
            
            $
            (577,291
            )
            
            $
            112,677Net
      cash provided by (used in) investing activities
            
            $
            444,054
            
            
            $
            (63,371
            )Net
      cash used in financing activities
            
            $
            0
            
            
            $
            (50,755
            )
 
 *Reclassified
for comparative purposes.
 
 
 NOTE 6 –
Commitments and Contingencies
 
 There
have been no material changes and/or additions to the disclosures regarding the
subsidiary partnerships which were included in the Partnership’s Annual Report
on Form 10-K for the fiscal year ended March 31, 2008.
 
 Other
 
 The
Partnership is subject to risks incident to potential losses arising from the
management and ownership of improved real estate. The Partnership can also be
affected by poor economic conditions generally; however no more than 23% of the
properties are located in any single state. The properties are concentrated in
New Jersey (23%), Kentucky (15%) and California (15%). There are also
substantial risks associated with owning properties receiving government
assistance, for example the possibility that Congress may not appropriate funds
to enable the U.S. Department of Housing and Urban Development (“HUD”) to make
rental assistance payments. HUD also restricts annual cash distributions to
partners based on operating results and a percentage of the owners’ equity
contribution.  As of September 30, 2008, there were three Local
Partnerships subsidized by HUD.  The Partnership cannot sell or
substantially liquidate its investments in subsidiary partnerships during the
period that the subsidy agreements are in existence without HUD’s approval.
Furthermore there may not be market demand for apartments at full market rents
when the rental assistance contract expires.
 
 Except as
described above, management is not aware of any trends or events, commitments or
uncertainties, which have not otherwise been disclosed, that will or are likely
to impact liquidity in a material way.  Management believes the only
impact would be from laws that have not yet been adopted.  The
portfolio is diversified by the location of the properties around the United
States so that if one area of the country is experiencing downturns in the
economy, the remaining properties in the portfolio may not be affected. However,
the geographic diversification of the portfolio may not protect against a
general downturn in the national economy.
 
 - 10
-
 
 Item
2.  Management’s Discussion and Analysis of Financial Condition and
Results of Operations
 
 Liquidity and Capital
Resources
 
 The
Partnership originally invested approximately $37,555,000 (including
approximately $902,000 classified as a loan repayable from sale/refinancing
proceeds in accordance with the Contribution Agreement, which has been
eliminated in consolidation, and not including acquisition fees of approximately
$1,771,000) of net proceeds in fourteen Local Partnerships of which, as of
September 30, 2008, approximately $855,000 remains to be paid to the Local
Partnerships (including approximately $399,000 being held in escrow) as certain
benchmarks, such as occupancy level, must be attained prior to the release of
the funds.  During the six months ended September 30, 2008, no
payments were made to the Local Partnerships.  As of September 30,
2008, the property and the related assets and liabilities of one Local
Partnership were sold (see Item 1, Note 4).
 
 Short-Term
 
 The
Partnership’s primary sources of funds include:  (i) working capital
reserves, exclusive of Local Partnerships’ working capital; (ii) interest earned
on the working capital reserves; (iii) cash distributions from operations of the
Local Partnerships; and (iv) sales proceeds and distributions.  Such
funds, although minimal (other than possible sales proceeds and sales
distributions), are available to meet the obligations of the
Partnership.  The Partnership does not anticipate providing cash
distributions to BACs holders in circumstances other than refinancing or
sales.  During the six months ended September 30, 2008 and 2007,
distributions from operations of the Local Partnerships amounted to
approximately $9,000 and $0, respectively.  Additionally, during the
six months ended September 30, 2008 and 2007, the Partnership received
approximately $303,000 and $0, respectively, of distributions from the sale of
investments.
 
 For the
six months ended September 30, 2008, cash and cash equivalents of the
Partnership and its consolidated Local Partnerships decreased approximately
$204,000 due to net cash used in operating activities of approximately $231,000,
an increase of cash held in escrow of approximately $26,000, an increase in due
from local general partners of approximately $18,000, a decrease in
capitalization of consolidated subsidiaries attributable to minority interest of
approximately $29,000 and repayments of mortgage notes of approximately
$206,000.  Such outflows exceeded proceeds from the sale of property
of approximately $303,000 and net payments from local general partners and
affiliates of approximately $3,000.  Included in the adjustments to
reconcile the net loss to net cash used in operating activities is depreciation
and amortization of approximately $1,107,000 and loss on sale of property of
approximately $34,000.
 
 Total
expenses for the three and six months ended September 30, 2008 and 2007,
excluding depreciation and amortization, interest and general and
administrative-related parties, totaled $919,384 and $998,568 and $1,828,250 and
$1,864,379, respectively.
 
 Accounts
payable totaled $677,609 and $434,095 as of September 30, 2008 and March 31,
2008, respectively. Accounts payable are short term liabilities which are
expected to be paid from operating cash flows, working capital balances at the
Local Partnership level, Local General Partner advances and, in certain
circumstances, advances from the Partnership.  The Partnership
believes it (and the applicable Local Partnerships) has sufficient liquidity and
ability to generate cash and to meet existing and known or reasonably likely
future cash requirements over both the short and long term.
 
 Accrued
interest payable totaled $6,299,707 and $6,010,799 as of September 30, 2008 and
March 31, 2008, respectively. Accrued interest payable represents the accrued
interest on all mortgage loans, which include primary and secondary loans.
Certain secondary loans have provisions such that interest is accrued but not
payable until a future date.  In addition, there was no accrued
interest payable from discontinued operations, as of September 30, 2008 and
March 31, 2008.  The Partnership anticipates the payment of accrued
interest on the secondary loans (which make up the majority of the accrued
interest payable amount and which have been accumulating since the Partnership’s
investment in the respective Local Partnership) will be made from future
refinancing or sales proceeds of the respective Local
Partnerships.  Furthermore, each Local Partnership’s mortgage notes
are collateralized by the land and buildings of the respective Local
Partnership, and are without further recourse to the Partnership.
 
 Security
deposits payable are offset by cash held in security deposits, which are
included in “Cash held in escrow” on the financial statements.
 
 A working
capital reserve at the Partnership level of approximately $1,375,000, exclusive
of the Local Partnership’s working capital, remained unused at September 30,
2008.  The General Partner believes that these reserves, plus any cash
distributions received from the operations of the Local Partnerships, will be
sufficient to fund the Partnership’s ongoing operations for the foreseeable
future not including fees owed to the General Partner.
 
 Long-Term
 
 Partnership
management fees owed to the General Partner amounting to approximately
$2,315,000 and $2,170,000 were accrued and unpaid as of September 30, 2008 and
March 31, 2008, respectively.  Unpaid partnership management fees for
any year will be accrued without interest and will be payable only to the extent
of available funds after payments on all Partnership liabilities have been made
other than to those owed to the General Partner.  Without the General
Partner’s advances and continued accrual without payment of certain fees and
expense reimbursement, the Partnership would not be in a position to meet its
obligations.
 
 The Local
Partnerships are impacted by inflation in several ways.  Inflation
allows for increases in rental rates generally to reflect the impact of higher
operating and replacement costs. Furthermore, inflation generally does not
impact the fixed long-term financing under which real property investments were
purchased. Inflation also affects the Local Partnerships adversely by increasing
operating costs, such as fuel, utilities, and labor.  Since revenues
from sales of assets are driven by market conditions, inflation has little
impact on sales.  However, the Partnership’s portfolio may not be
protected against a general downturn in the national economy.
 
 - 11
-
  The
portfolio is diversified by the location of the Properties around the United
States so that if one area of the country is experiencing downturns in the
economy, the remaining Properties in the portfolio may be experiencing upswings.
However, the geographic diversification of the portfolio may not protect against
a general downturn in the national economy.  Management is not aware
of any trends or events, commitments or uncertainties, which have not otherwise
been disclosed that will or are likely to impact liquidity in a material way.
Management believes the only impact would be from laws that have not yet been
adopted.
 
 Tax
Credits will be attached to the Property for a period of ten years, and will be
transferable with the Property during the remainder of such ten-year period. If
trends in the real estate market warranted the sale of a Property, the remaining
tax credits would transfer to the new owner, thereby adding value to the
Property on the market.  However, such value declines each year and is
not included in the financial statement carrying amount.  The Credit
Periods are scheduled to expire, and have expired, at various times from
December 31, 2001 through December 31, 2010 with respect to the Local
Partnerships depending upon when the Credit Period
commenced.  However, each Local Partnership must continue to comply
with the Tax Credit requirements until the end of the Compliance Period in order
to avoid recapture of the Tax Credits.  The Compliance Periods will
continue through December 31, 2014 with respect to the Properties depending upon
when the Compliance Period commenced.
 
 Off-Balance Sheet
Arrangements
 The
Partnership has no off-balance sheet arrangements.
 
 Tabular Disclosure of
Contractual Obligations
 The
Partnership disclosed in Item 7 of the Partnership’s Annual Report on Form 10-K
for the year ended March 31, 2008, the Partnership’s commitments to make future
payments under its debt agreements and other contractual
obligations.  There are no material changes to such disclosure or
amounts as of September 30, 2008.
 
 Fair Value
Measurements
 
 In the
first quarter of 2008, we adopted SFAS No. 157, “Fair Value Measurements”,for
financial assets and liabilities.  We elected the
deferral option available for one year for non-financial assets and
liabilities.This
standard defines fair value, provides guidance for measuring fair value and
requires certain disclosures.  This standard does not require any new
fair value measurements, but discusses valuation techniques, such as the market
approach (comparable market prices), the income approach (present value of
future income or cash flow), and the cost approach (cost to replace the service
capacity of an asset or replacement cost).  The statement provides for
a fair value hierarchy that prioritizes the inputs to valuation techniques used
to measure fair value into three broad levels.  The following is a
brief description of those three levels:
 
 Level
      1:
            Observable
      inputs such as quoted prices (unadjusted) in active markets for identical
      assets or liabilities.
 
 Level
      2:
            Inputs
      other than quoted prices that are observable for the asset or liability,
      either directly or indirectly.  These include quoted prices for
      similar assets or liabilities in active markets and quoted prices for
      identical or similar assets or liabilities in markets that are not
      active.
 
 Level
      3:
            Unobservable
      inputs that reflect our own
assumptions.
 
 As
permitted, we chose not to elect the fair value option as prescribed by FASB
SFAS No. 159, “The Fair Value
Option for Financial Assets and Financial Liabilities” – Including an
Amendment of FASB Statement No. 115, for our financial assets and liabilities
that had not been previously carried at fair value.  Therefore, we did
not elect to fair value any additional items under SFAS No. 159.
 
 The
Partnership’s financial assets and liabilities subject to recurring fair value
measurements and the necessary disclosures are as follows:
 
 At
      September 30, 2008
            
            Fair
      Value Measurements at
              September
      30, 2008 using
              Fair
      Value HierarchyCost
            
            Fair
      Value
            
            Level
      1
            
            Level
      2
            
            Level
      3LIABILITIES:Mortgage
      notes
            
            $
            27,052,413
            
            
            $
            27,052,413
            
            
            $
            0
            
            
            $
            0
            
            
            $
            27,052,413
 
 
 The
financial liabilities measured at fair value using Level 3 inputs at September
30, 2008 were previously reported as using Level 1 inputs.
 
 Critical Accounting Policies
and Estimates
 
 In
preparing the condensed consolidated financial statements, management has made
estimates and assumptions that affect the reported amounts of assets and
liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting periods. Actual results could differ
from those estimates. Set forth below is a summary of the accounting policies
that management believes are critical to the preparation of the condensed
consolidated financial statements. The summary should be read in conjunction
with the more complete discussion of the Partnership’s accounting policies
included in Item 8, Note 2 to the consolidated financial statements which are
included in the Partnership’s Annual Report on Form 10-K for the year ended
March 31, 2008.
 
 Property and
Equipment/Valuation of Long-Lived Assets
 
 Property
and equipment to be held and used are carried at cost which includes the
purchase price, acquisition fees and expenses, and any other costs incurred in
acquiring the Properties.  The cost of property and equipment is
depreciated over their estimated useful lives using accelerated and
straight-line methods. Expenditures for repairs and maintenance are charged to
expense as incurred; major renewals and betterments are
capitalized.  At the time property and equipment are retired or
otherwise disposed of, the cost and accumulated depreciation are eliminated from
the assets and accumulated depreciation accounts and the profit or loss on such
disposition is reflected in earnings.  The Partnership complies with
Statement of Financial Accounting Standards (“SFAS”) No. 144 “Accounting for the
Impairment or Disposal of Long-Lived Assets”.  A loss on impairment of
assets is recorded when management estimates amounts recoverable through future
operations and sale of the Property on an undiscounted basis are below
depreciated cost.  At that time Property investments themselves are
reduced to estimated fair value (generally using discounted cash flows) when the
Property is considered to be impaired and the depreciated cost exceeds estimated
fair value.  Through September 30, 2008, the Partnership has not
recorded any loss on impairment of assets or reductions to estimated fair
value.
   - 12
-
 
 At the
time management commits to a plan to dispose of an asset, such asset is adjusted
to the lower of carrying amount or fair value less costs to
sell.  These assets are classified as property and equipment-held for
sale and are not depreciated.
 
 Revenue
Recognition
 
 Rental
income is earned under standard residential operating leases and is typically
due the first day of each month, but can vary by Property due to the terms of
the tenant leases. Rental income is recognized when earned and charged to
tenants’ accounts receivable if not received by the due date. Rental payments
received in advance of the due date are deferred until earned. Rental subsidies
are recognized as rental income during the month in which it is
earned.
 
 Other
revenues are recorded when earned and consist of the following
items:  Interest income earned on cash and cash equivalent balances
and cash held in escrow balances, income from forfeited security deposits, late
charges, laundry and vending income and other rental related items.
 
 Results of
Operations
 
 The
results of operations for the three and six months ended September 30, 2008 and
2007 continued to be in the form of rental income with corresponding expenses
divided among operations, depreciation and mortgage interest, excluding the
results of its discontinued operations which are not reflected in the following
discussion (see Item 1, Note 5).
 
 Rental
income increased approximately 3% for both the three and six months ended
September 30, 2008, as compared to the corresponding periods in 2007, primarily
due to increases in rental rates at the Local Partnerships.
 
 Total
expenses, excluding general and administrative and general and
administrative-related parties, remained fairly consistent, with an increase of
approximately 1% and a decrease less than 1% for the three and six months ended
September 30, 2008 as compared to the corresponding periods in
2007.
 
 General
and administrative expenses decreased approximately $102,000 for the three
months ended September 30, 2008, as compared to the corresponding period in
2007, primarily due to the reduction in net income distribution to the City of
Los Angeles per its regulatory agreement at one Local Partnership, a decrease in
accounting fees, administrative salaries and permit fees at a second Local
Partnership and a decrease in accounting and legal fees at the Partnership
level.
 
 General
and administrative-related parties decreased approximately $32,000 for the three
months ended September 30, 2008, as compared to the corresponding period in
2007, primarily due to a decrease in partnership management fees due to the sale
of property and a decrease in expense reimbursements at the Partnership
level.
 
 Item
3.  Quantitative and Qualitative Disclosures about Market
Risk
 
 The
Partnership has mortgage notes that are payable in aggregate monthly
installments including principal and interest at rates varying from 0% to 9.11%
per annum. The Partnership does not believe there is a material risk associated
with the various interest rates associated with the mortgage notes as the
majority of the Local Partnership mortgage notes have fixed
rates.  The Partnership disclosed in Item 8, Note 3 to the
consolidated financial statements in the Partnership’s Annual Report on Form
10-K for the year ended March 31, 2008, as well as in Item 2, the fair value of
the mortgage notes payable.  There are no material changes to such
disclosure amounts as of September 30, 2008.
 
 The
Partnership does not have any other market risk sensitive
instruments.
 
 Item
4T.  Controls and Procedures
 
 (a)Evaluation of Disclosure
Controls and Procedures.The Chief Executive Officer and Chief
Financial Officer of Related Independence L.L.C, the general partner of the
Partnership, have evaluated the effectiveness of the Partnership’s disclosure
controls and procedures (as such term is defined in Rules 13a-15(e) and
15d-15(e) under the Securities Exchange Act of 1934, as amended (“Exchange Act”)
as of the end of the period covered by this report.  Based on such
evaluation, such officers have concluded that, as of the end of such period, the
Partnership’s disclosure controls and procedures are effective.
 
 (b)  Management’s Annual
Report on Internal Control over Financial Reporting.Our management is
responsible for establishing and maintaining adequate internal control over
financial reporting, as such term is defined in Exchange Act
Rules 13a-15(f) and 15d-15(f).  In evaluating the Partnership’s
internal control over financial reporting, management has adopted the framework
in Internal Control-Integrated Framework issued by the Committee of Sponsoring
organizations of the Treadway Commission (the “COSO
Framework”).  Under the supervision and with the participation of our
management, including the Chief Executive Officer and Chief Financial Officer of
the General Partner, the Partnership conducted an evaluation of the
effectiveness of its internal control over financial reporting as of March 31,
2008.  The Partnership’s internal control over financial reporting is
a process designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
reporting purposes in accordance with generally accepted accounting
principles.  Internal control over financial reporting includes those
policies and procedures that (1) pertain to the maintenance of records
that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the Company; (2) provide reasonable assurance
that transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles, and that
receipts and expenditures of the Company are being made only in accordance with
authorizations of management and directors of the Company; and (3) provide
reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the company’s assets that could have a
material effect on the financial statements.  However, because of
inherent limitations, internal control over financial reporting may not prevent
or detect misstatements.  Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.
   - 13
-
 
 Based on
management’s evaluation under the COSO Framework, it has concluded that the
Partnership’s internal control over financial reporting, was, as of March 31,
2008, (1) effective at the Partnership level, in that they provide reasonable
assurance that information required to be disclosed by the Partnership in the
reports it files or submits under the Securities Exchange Act is recorded,
processed, summarized and reported within the time periods specified in the
SEC's rules and forms and (2) ineffective at the subsidiary level due to certain
control deficiencies noted in the audit reports for such
subsidiaries.  Management will continue to cause the Local General
Partner’s to remedy such deficiencies; however, the General Partner does not
have control over the internal controls at the subsidiary
level.  Management believes they have sufficient controls at the
Partnership level to mitigate these deficiencies, and such deficiencies do not
have a material impact on the consolidated financial statements.
 
 The
Partnership’s Annual Report on Form 10-K did not include an attestation report
of the Partnership’s registered public accounting firm regarding internal
control over financial reporting. The Partnership’s internal control over
financial reporting was not subject to attestation by the Partnership’s
registered public accounting firm pursuant to temporary rules of the Securities
and Exchange Commission that permit the Partnership to provide only this
report.
 
 (c)  Changes in Internal Controls over Financial
Reporting.Except as noted in (b) above, during the period
ended September 30, 2008, there were no changes in the Partnership’s internal
control over financial reporting that have materially affected, or are
reasonably likely to materially affect, the Partnership’s internal control over
financial reporting.
  - 14
-
 
 PART II.
OTHER INFORMATION
 
 
 
 Item
      1.
            Legal
      Proceedings – NoneItem
      1A.
            Risk
      Factors – No changesItem
      2.
            Unregistered
      Sales of Equity Securities and Use of Proceeds – NoneItem
      3.
            Defaults
      upon Senior Securities - NoneItem
      4.
            Submission
      of Matters to a Vote of Security Holders – NoneItem
      5.
            Other
      Information – NoneItem
      6.
            Exhibits(4)
            Form
      of Amended and Restated Agreement of Limited Partnership of the
      Partnership (attached to the Prospectus as Exhibit A)*(10A)
            Form
      of Subscription Agreement (attached to the Prospectus as Exhibit
      B)*(10B)
            Form
      of Escrow Agreement between the Partnership and the Escrow
      Agent**(10C)
            Form
      of Purchase and Sales Agreement pertaining to the Partnership’s
      acquisition of Local Partnership Interests**(10D)
            Form
      of Amended and Restated Agreement of Limited Partnership of Local
      Partnerships**(31.1)
            Certification
      Pursuant to Rule 13a-14(a) or Rule 15d-14(a).(31.2)
            Certification
      Pursuant to Rule 13a-14(a) or Rule 15d-14(a).(32.1)
            Certification
      Pursuant to Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of Title 18
      of the United States Code (18 U.S.C. 1350).*
            Incorporated
      herein by reference to the final Prospectus as filed pursuant to Rule 424
      under the Securities Act of 1933.**
            Filed
      as an exhibit to the Registration Statement on Form S-11 of the
      Partnership (File No. 33-89968) and incorporated herein by reference
      thereto.
 
 
 - 15
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   SIGNATURES
 
 
 
 Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
 
 
 
 INDEPENDENCE TAX CREDIT PLUS
L.P. IV
 (Registrant)
 
 
 
 By:
            RELATED
      INDEPENDENCE L.L.C.,a
      General PartnerDate:
            November 10, 2008
            
            
            
            By:
            /s/ Robert L. LevyRobert
      L. LevyChief
      Financial Officer, Principal Accounting Officer and
    DirectorDate:
            November 10, 2008
            
            
            
            By:
            /s/ Andrew J. WeilAndrew
      J. WeilPresident
      and Chief Executive Officer
 
 
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