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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-KSB
 þ
    
    Annual Report Under Section 13 or 15 (d) of the Securities Exchange Act of 1934
 For the fiscal year ended December 31, 2005
 or
 o
    
    Transition Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the transition period from to
 Commission
File Number 33-24129
 Historic Preservation Properties 1989 Limited Partnership
  Delaware
    
    04-3021042(State or other jurisdiction
of incorporation or
organization)
    
    (I.R.S. Employer
Identification No.)
 21 Custom House Street, Ste 440, Boston, Massachusetts
    
    
    02110(Address of principal executive offices)
    
    (Zip Code)
 (617) 422-5815
   o
 þ o
 þ
 o þ
 $1,462,629.




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DOCUMENTS INCORPORATED BY REFERENCE
 Part of the Form 10-KSB
into which Incorporated
    
    Document
Incorporated by ReferenceI
    
    Prospectus of the registrant
dated December 19, 1988 (the
Prospectus).III
    
    The Prospectus.




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##### 



HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
 2005 FORM 10-KSB ANNUAL REPORT
 TABLE OF CONTENTS
  
 SequentialPage No.
    
    Page No.PART IItem 1
    
    Description of Business
    
    K-3
    
    
    4Item 2
    
    Description of Properties,
Investment Policies, and
Description of Real Estate and
Operating Data
    
    K-7
    
    
    8Item 3
    
    Legal Proceedings
    
    K-8
    
    
    9Item 4
    
    Submission of Matters to a
Vote of Unit Holders
    
    K-8
    
    
    9PART IIItem 5
    
    Market for the Registrants
Units and Related Unit
Holder Matters
    
    K-9
    
    
    10Item 6
    
    Managements Discussion and
Analysis or Plan of Operation
    
    K-9
    
    
    10Item 7
    
    Financial Statements
    
    K-14
    
    
    15Item 8
    
    Changes In and Disagreements
with Accountants on Accounting
and Financial Disclosure
    
    K-14
    
    
    15Item 8A
    
    Controls and Procedures
    
    K-14
    
    
    15Item 8B
    
    Other Information
    
    K-14
    
    
    15PART IIIItem 9
    
    Director and Executive
Officer of the Registrant
    
    K-15
    
    
    16Item 10
    
    Executive Compensation
    
    K-16
    
    
    17Item 11
    
    Unit Ownership of Certain
Beneficial Owners and
Management
    
    K-16
    
    
    17Item 12
    
    Certain Relationships and
Related Transactions
    
    K-17
    
    
    18Item 13
    
    Exhibits and Reports on Form 8-K
    
    K-17
    
    
    18Item 14
    
    Principal Accountant Fees and
Services
    
    K-17
    
    
    18SIGNATURES
    
    
    
    K-19
    
    
    20SUPPLEMENTAL INFORMATION
    
    K-20
    
    
    21EX-31.1 Certification Sec. 302 CEO and CFOEX-31.2 Certification of Sec. 302 CFOEX-32.1 Certification of CEO and CFOEX-32.2 Certification of Sec. 906 CFO
  K-2




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PART I
 
 Item 1. Description of Business
      K-3




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K-4




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K-5




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% of GrossNumber of
    
    Square
    
    Annual
    
    Annual RentsYear
    
    Tenants
    
    Footage
    
    Rent
    
    For Portland Lofts2006
    
    
    2
    
    
    
    2,015
    
    
    $
    28,288
    
    
    
    1.97
    %2007
    
    
    4
    
    
    
    4,970
    
    
    
    69,354
    
    
    
    4.84
    %2009
    
    
    4
    
    
    
    16,535
    
    
    
    266,493
    
    
    
    18.60
    %2012
    
    
    1
    
    
    
    1,180
    
    
    
    19,284
    
    
    
    1.35
    %
    Federal
    
    
    
    
    LifeTax Basis
    
    
    Method
    
    (Years)402 JuliaBuilding and Improvements
    
    $
    1,325,133
    
    
    SL
    
    
    31.5Portland LoftsBuilding and Improvements
    
    $
    3,070,699
    
    
    SL
    
    
    27.543,252
    
    
    SL
    
    
    31.5587,334
    
    
    SL
    
    
    39.0$
    3,701,285
  Property
    
    Rate
    
    Real Estate Tax402 Julia
    
    $187.19/1,000
    
    $
    7,668Portland Lofts
    
    19.23/1,000
    
    
    145,640
 K-6




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http://www.sec.gov.
 
 Item 2. Description of Properties, Investment Policies, Description of Real Estate
and Operating Data
  K-7




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Item 3. Legal Proceedings
   
 Item 4. Submission of Matters to a Vote of Unit Holders
  K-8




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PART II
 
 Item 5. Market for Registrants Units and Related Unit Holder Matters
 (a)
    
    There is no established public market for the Units and no such market is expected to
develop. Trading in the Units is limited and sporadic and occurs through private
transactions.(b)
    
    As of March 1, 2006, there were 2,169 holders of Units.
  
 Item 6. Managements Discussion and Analysis or Plan of Operation.
 Special Note Regarding Forward-Looking Statements
 Critical Accounting Policies.
   K-9




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Plan of Operation
      K-10




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Managements Discussion and Analysis of Financial Condition and Results of Operations
    K-11




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K-12




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Inflation and Other Economic Factors
   K-13




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Item 7. Financial Statements
  
 Item 8.
    
    Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.None.
 
 Item 8A. Controls and Procedures.
  
 Item 8B. Other Information.
  K-14




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PART III
 
 Item 9. Director and Executive Officer of the Registrant
 Identification of Director and Executive Officer
  Name
    
    Office
    
    AgeTerrence P. Sullivan
    
    President and Director
    
    
    59
   Significant Employees.
  Family Relationships.
  K-15




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Legal Proceedings.
  
 Item 10 Executive Compensation
     
 Item 11 Unit Ownership of Certain Beneficial Owners and Management
 Unit Ownership of Certain Beneficial Owners
 Name and Address
    
    Number of
    
    
    Percentof beneficial ownership
    
    Units Held
    
    
    of ClassEquity Resources Arlington Fund
Limited Partnershipc/o Equity Resources Group, Inc.44 Brattle StreetCambridge, MA 02138
    
    
    1,471
    
    
    
    5.53
    %Equity Resources Dover Fund
Limited Partnershipc/o Equity Resources Group, Inc.44 Brattle StreetCambridge, MA 02138
    
    
    510
    
    
    
    1.92
    %
   K-16




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Unit Ownership of Management
  Change in Control
  
 Item 12. Certain Relationships and Related Transactions
  
 Item 13. Exhibits and Reports on Form 8-K
  1.
    
    Exhibits  The Exhibits listed on the accompanying Index to
Exhibits are filed as part of this Annual Report and incorporated in this
Annual Report as set forth in said Index.2.
    
    Exhibit 31.1  General Partners Certification Pursuant to 18
U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.3.
    
    Exhibit 31.2  Asset Managers Certification Pursuant to 18
U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarnanes-Oxley
Act of 2002.4.
    
    Exhibit 32.1  General Partners Certification Pursuant to
Section 906 of the Sarnanes-Oxley Act of 2002.5.
    
    Exhibit 32.2  Asset Managers Certification Pursuant to
Section 906 of the Sarnanes-Oxley Act of 2002.
  
 Item 14. Principal Accountant Fees and Services.
  2005
    
    
    2004Audit Fees (1)
    
    $
    45,500
    
    
    $
    51,500Audit Related Fees
    
    
    
    
    
    
    Tax Service Fees (2)
    
    
    18,000
    
    
    
    25,000All Other Fees
    
    
    
    
    
    
    
 K-17




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(1)
    
    Audit fees consist of fees for professional services rendered for the audit of HPP89s
financial statements and review of financial statements included in HPP89s quarterly
reports.(2)
    
    Tax services fees consist of compliance fees for the preparation of original tax returns. Audit Committee Policies and Procedures
  Code of Ethics
  K-18




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SIGNATURES
  
 
 
 Date:
    
    March 9, 2006
    
    
    
    By:
    
    /s/ Terrence P. SullivanTerrence P. Sullivan,Presidentand
 Date:
    
    March 9, 2006
    
    
    
    By:
    
    /s/ Terrence P. SullivanTerrence P. Sullivan,General Partner
  Signature
    
    TitleIndividual General Partner of
Boston Historic Partners Limited
Partnership and President, Principal
Executive Officer and Director of
Portfolio Advisory Services, Inc., General Partner of Boston Historic Partners Limited Partnership./s/ Terrence P. SullivanTerrence P. SullivanDate: March 9, 2006Principal Financial and Principal
Accounting Officer of Portfolio
Advisory Services, Inc., General
Partner of Boston Historic Partners Limited Partnership/s/ Terrence P. SullivanTerrence P. SullivanDate: March 9, 2006
 K-19




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K-20




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HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004




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ANNUAL REPORT ON FORM 10-KSB
 Item 7
 INDEX TO FINANCIAL STATEMENTS
 PageConsolidated Financial Statements of Historic PreservationProperties 1989 Limited PartnershipIndependent Auditors Report
    
    
    F-3Consolidated Balance Sheet as of December 31, 2005
    
    
    F-4Consolidated Statements of Operations for the Years Ended December 31, 2005 and
December 31, 2004
    
    
    F-5Consolidated Statements of Partners Equity (Deficit) for the Years Ended December 31, 2005 and
December 31, 2004
    
    
    F-6Consolidated Statements of Cash Flows for the Years Ended December 31, 2005 and
December 31, 2004
    
    
    F-7Notes to Consolidated Financial Statements
    
    
    F-8




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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM




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HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
 
 CONSOLIDATED BALANCE SHEET
 DECEMBER 31, 2005
 ASSETSINVESTMENT IN REAL ESTATELand
    
    $
    528,100Buildings and improvements
    
    
    6,739,7587,267,858Accumulated depreciation
    
    
    (2,733,423
    )4,534,435INVESTMENT IN INVESTEE ENTITY
    
    
    310,475CASH AND CASH EQUIVALENTSReal estate operating
    
    
    249,259Partnership
    
    
    504,513753,772CASH, SECURITY DEPOSITS
    
    
    23,704OTHER ASSETS
    
    
    232,686DEFERRED COSTS, less accumulated amortization of $90,955
    
    
    32,383$
    5,887,455LIABILITIES AND PARTNERS EQUITYLIABILITIESMortgage note payable
    
    $
    4,737,650Accounts payable and accrued expenses
    
    
    112,563Security deposits
    
    
    23,704Total liabilities
    
    
    4,873,917COMMITMENTS (Note 5)PARTNERS EQUITYLimited
Partners Equity  Units of Investor Limited
Partnership Interest, $1,000 stated value
per Unit-Issued and outstanding 26,588 units
    
    
    1,234,738General Partners Deficit
    
    
    (221,200
    )Total partners equity
    
    
    1,013,538$
    5,887,455




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HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
 FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004
 2005
    
    
    2004REVENUE:Rental income
    
    $
    1,432,522
    
    
    $
    1,339,845Interest and other income
    
    
    30,107
    
    
    
    24,150Total revenue
    
    
    1,462,629
    
    
    
    1,363,995EXPENSES:Operating and administrative
    
    
    415,701
    
    
    
    416,287Property operating expenses:Payroll services
    
    
    77,630
    
    
    
    77,337Utilities
    
    
    75,797
    
    
    
    73,889Real estate taxes
    
    
    96,924
    
    
    
    47,858Other operating expenses
    
    
    381,016
    
    
    
    364,330Depreciation and amortization
    
    
    240,026
    
    
    
    239,435Total expenses
    
    
    1,287,094
    
    
    
    1,219,136INCOME FROM CONTINUING OPERATIONS,
BEFORE INTEREST EXPENSE
    
    
    175,535
    
    
    
    144,859INTEREST EXPENSE
    
    
    (431,983
    )
    
    
    (443,561
    )EQUITY IN INCOME (LOSS) OF
INVESTEE ENTITY (INCLUDING LOSS ON
IMPAIRMENT OF INVESTMENT OF $106,000 IN 2005) (NOTE 3)
    
    
    (162,670
    )
    
    
    5,036LOSS FROM CONTINUING OPERATIONS
    
    
    (419,118
    )
    
    
    (293,666
    )DISCONTINUED OPERATIONS, INCOME
FROM OPERATIONS OF DISCONTINUED
COMPONENT (INCLUDING GAIN ON
DISPOSAL OF $1,674,090 IN 2004)
(NOTE 3)
    
    
    
    
    
    
    1,556,017NET INCOME (LOSS)
    
    $
    (419,118
    )
    
    $
    1,262,351NET INCOME (LOSS) ALLOCATED
TO GENERAL PARTNER
    
    $
    (4,191
    )
    
    $
    12,624NET INCOME (LOSS) ALLOCATED
TO LIMITED PARTNERS
    
    $
    (414,927
    )
    
    $
    1,249,727NET INCOME (LOSS) PER UNIT OF
INVESTOR LIMITED PARTNERSHIP
INTEREST, BASED ON 26,588 UNITS
ISSUED AND OUTSTANDING:Continuing operations
    
    $
    (15.61
    )
    
    $
    (10.93
    )Discontinued operations
    
    $
    
    
    
    $
    57.94




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HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
 
 CONSOLIDATED STATEMENTS OF PARTNERS EQUITY (DEFICIT)
 FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004
 Units ofInvestor
    
    
    InvestorLimited
    
    
    Limited
    
    
    GeneralPartnership
    
    
    Partners
    
    
    PartnersInterest
    
    
    Equity
    
    
    Deficit
    
    
    TotalBALANCE, December 31, 2003
    
    
    26,588
    
    
    $
    399,938
    
    
    $
    (229,633
    )
    
    $
    170,305Net income
    
    
    
    
    
    
    1,249,727
    
    
    
    12,624
    
    
    
    1,262,351BALANCE, December 31, 2004
    
    
    26,588
    
    
    
    1,649,665
    
    
    
    (217,009
    )
    
    
    1,432,656Net loss
    
    
    
    
    
    
    (414,927
    )
    
    
    (4,191
    )
    
    
    (419,118
    )BALANCE, December 31, 2005
    
    
    26,588
    
    
    $
    1,234,738
    
    
    $
    (221,200
    )
    
    $
    1,013,538




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HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004
 2005
    
    
    2004CASH FLOWS FROM OPERATING ACTIVITIES:Net income (loss)
    
    $
    (419,118
    )
    
    $
    1,262,351Adjustments to reconcile net income (loss) to net cash
provided by (used in) operating activities:Depreciation
    
    
    229,599
    
    
    
    537,320Amortization
    
    
    10,427
    
    
    
    29,999Equity in (income) loss of Investee Entity
    
    
    56,670
    
    
    
    (5,036
    )Loss on impairment of Investee Entity
    
    
    106,000
    
    
    
    Gain on disposal of discontinued component
    
    
    
    
    
    
    (1,674,090
    )Decrease (increase) in other assets
    
    
    (109,199
    )
    
    
    19,272Increase (decrease) in accounts payable and accrued expenses
    
    
    (16,274
    )
    
    
    30,907Decrease in security deposits, net
    
    
    
    
    
    
    8,226Net cash provided by (used in) operating activities
    
    
    (141,895
    )
    
    
    208,949CASH FLOWS FROM INVESTING ACTIVITIES:Proceeds from sale of interest in TCAMP
    
    
    
    
    
    
    735,000Capital expenditures  building improvements
    
    
    (15,316
    )
    
    
    Increase in escrow deposits, net
    
    
    
    
    
    
    (131,479
    )Payments of deferred costs
    
    
    (28,599
    )
    
    
    Transfer of cash to purchaser of interest in TCAMP
    
    
    
    
    
    
    (532,568
    )Net cash provided (used) in investing activities
    
    
    (43,915
    )
    
    
    70,953CASH FLOWS FROM FINANCING ACTIVITIES:Payments of mortgage principal
    
    
    (133,473
    )
    
    
    (233,791
    )Cash used in financing activities
    
    
    (133,473
    )
    
    
    (233,791
    )NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
    
    
    (319,283
    )
    
    
    46,111CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
    
    
    1,073,055
    
    
    
    1,026,944CASH AND CASH EQUIVALENTS, END OF PERIOD
    
    $
    753,772
    
    
    $
    1,073,055SUPPLEMENTAL CASH FLOW INFORMATION:Cash paid for interest
    
    $
    432,984
    
    
    $
    1,249,421
  F-7




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HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER 31, 2005
 (1)
    
    Organization and General Partner  BHP
    (2)
    
    Summary of Significant Accounting Policies
 Principles of Consolidation
    Investment in Investee Entity




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HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2005
 (2)
    
    Summary of Significant Accounting Policies (Continued)
 Use of Estimates
  Real Estate and Depreciation
    Cash, Cash Equivalents and Concentration of Credit Risk
   Deferred Costs
  Revenue Recognition
  Income Taxes
  F-9




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##### Table of Contents



HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2005
 (3)
    
    Investments in Real Estate and Investee Entity, and Discontinued Operations
   The Cosmopolitan at Mears Park, LLC th
  Portland Lofts Associates Limited Partnership
 402 Julia Street Associates Limited Partnership
   F-10




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HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2005
 (3)
    
    Investments in Real Estate and Investee Entity, and Discontinued Operations
(continued)
   SUMMARY BALANCE SHEET
DECEMBER 31, 2005
ASSETS
 Investment property held for sale, net
    
    $
    1,082,006Cash and cash equivalents
    
    
    268,774Cash equivalents, security deposits
    
    
    21,029Other assets, less accumulated amortization of $30,764
    
    
    85,813Total assets
    
    $
    1,457,622
 LIABILITIES AND PARTNERS EQUITY
 Liabilities:Mortgage note payable
    
    $
    991,528Other liabilities
    
    
    97,420Total liabilities
    
    
    1,088,948Partners equity:HPP89
    
    
    366,532Other partners
    
    
    2,142Total partners equity
    
    
    368,674Total liabilities and
partners
equity
    
    $
    1,457,622
 SUMMARY STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004
 2005
    
    
    2004Revenue:Rental revenue
    
    $
    227,256
    
    
    $
    266,916Interest and other income
    
    
    12,549
    
    
    
    14,522Total revenue
    
    
    239,805
    
    
    
    281,438Expenses:Operating expenses
    
    
    136,816
    
    
    
    156,850Depreciation and amortization
    
    
    43,832
    
    
    
    43,832Interest expense
    
    
    66,895
    
    
    
    68,069Loss from hurricane damage
    
    
    74,028
    
    
    
    Total expenses
    
    
    321,571
    
    
    
    268,751Net income (loss)
    
    $
    (81,766
    )
    
    $
    12,687Net income (loss) allocated to
HPP89
    
    $
    (53,418
    )
    
    $
    8,288Net income (loss) allocated to
other partners
    
    $
    (28,348
    )
    
    $
    4,399
 (4)
    
    Mortgage Note Payable
  F-11




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HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2005
 (5)
    
    Related Party Transaction and Commitments
     (6)
    
    Casualties
  (7)
    
    Minimum Future Rentals under Operating Leases
   Year Ending December 31,
    
    Amount2006
    
    $367,2222007
    
    346,4712008
    
    285,7772009
    
    221,6972010
    
    19,284Thereafter
    
    30,533
 F-12




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HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2005
 (7)
    
    Minimum Future Rentals under Operating Leases (continued)
  (8)
    
    Fair Value of Financial Instruments
  F-13




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SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-KSB
  Historic Preservation Properties 1989 Limited Partnership
 EXHIBITS




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Index to Exhibits
 Exhibit No.
    
    Title of Documents3(a)
    
    Certificate of Limited Partnership of Historic Preservation Properties 1989 Limited
Partnership dated as of August 30, 1988 (filed as an exhibit to the Partnerships Registration
Statement of Form S-11, File No. 33-24129, and incorporated herein by this reference).3(b)
    
    Agreement of Limited Partnership of Historic Preservation Properties 1989 Limited Partnership
dated as of August 30, 1988 (filed as an exhibit to the Partnerships Registration Statement
on Form S-11, File No. 33-24129, and incorporated herein by this reference).3(c)
    
    Amended and Restated Agreement of Limited Partnership of Historic Preservation Properties
1989 Limited Partnership dated as of December 19, 1988, as currently in effect, other than
amendments thereto which provide solely for the admission or withdrawal of investors as
limited partners of the Partnership (filed as an exhibit to the Partnerships Registration
Statement of Form S-11, File No. 33-2419, and incorporated herein by this reference).4(a)
    
    See Exhibits 3(a), 3(b) and 3(c).10(a)
    
    Sales Agency Agreement between Historic Preservation Properties 1989 Limited Partnership and
Boston Bay Capital, Inc., dated December 19, 1989 (filed as Exhibit No. 10(a) to the
Partnerships Form 10-K as of December 31, 1989 and incorporated herein by this reference).10(b)
    
    Escrow Deposit Agreement between Historic Preservation Properties 1989 Limited Partnership
and Wainwright Bank and Trust Company dated December 19, 1989 (filed as Exhibit No. 10(b) to
the Partnerships Form 10-K as of December 31, 1989 and incorporated herein by this
reference).10(c)
    
    Documents relating to the acquisition of a general partnership interest in Jenkins Court
Associates Limited Partnership (filed as part of Post-Effective Amendment No. 1 to the
Partnerships Registration Statement of Form S-11, File No. 33-24129, and incorporated herein
by this reference).10(d)
    
    Documents relating to the acquisition of a general partnership interest in Portland Lofts
Associates Limited Partnership




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(filed as part of Post-Effective Amendment No. 2 to the
Partnerships Registration Statement on Form S-11, File No. 33-24129, and incorporated herein
by this reference).10(e)
    
    Documents relating to the acquisition of a general partnership interest in 402 Julia Street
Associates Limited Partnership (filed as a part of Post-Effective Amendment No. 2 to the
Partnerships Registration Statement on Form S-11, File No. 33024129, and incorporated by this
reference).10(f)
    
    Documents relating to the acquisition of the Cosmopolitan Building, St. Paul, Minnesota.
 I.
    
    Purchase and Sale Agreement between Historic Landmarks Realty Growth
Fund: The Cosmopolitan (the Seller), as Seller, and Historic Preservation
Properties 1989 Limited Partnership (the Partnership), as Buyer, dated as of July
14, 1989 (filed as part of Post-Effective Amendment No. 2 to the Partnerships
Registration Statement on Form S-11, File No. 33-24129, and incorporated herein by
this reference).II.
    
    Amendment to Purchase and Sale Agreement dated September, 1989, between the
Seller and the Partnership (filed as Exhibit No. 10(f) to the Partnerships Form 10-K
as of December 31, 1989 and incorporated herein by this reference).III.
    
    Loan Agreement dated December 18, 1989 between the Partnership and Meritor
Savings Bank (filed as Exhibit No. 10(f) to the Partnerships Form 10-K as of December
31, 1989 and incorporated herein by this reference).IV.
    
    Allonge to First Loan Note and Second Loan Note dated December 18, 1989,
between the Partnership and Meritor Savings Bank (filed as Exhibit No. 10(f) to the
Partnerships Form 10-K as of December 31, 1989 and incorporated herein by this
reference).V.
    
    Mortgage, Security Agreement, Modification, Consolidation and Amendment
Agreement dated December 18, 1989, between the Partnership and Meritor Savings Bank
(filed as Exhibit No. 10(f) to the Partnerships Form 10-K as of December 31, 1989
and incorporated herein by this reference).VI.
    
    Security Agreement dated December 18, 1989 between the Partnership and
Meritor Savings Bank (filed as Exhibit No. 10(f) to the Partnerships Form 10-K as of
December 31, 1989 and incorporated herein by this reference).VII.
    
    Assignment of Leases, Consolidation and Modification Agreement dated December
18, 1989 between the Partnership and Meritor Savings Bank (filed as Exhibit No. 10(f) to




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the Partnerships Form 10-K as of December 31, 1989 and incorporated herein by this
reference).VIII.
    
    Assignment of Depository accounts dated December 18, 1989 between the
Partnership and Meritor Savings Bank (filed as Exhibit No. 10(f) to
the Partnerships
Form 10-K as of December 31, 1989 and incorporated herein by this reference).IX.
    
    Assignment and Subordination of Management and Leasing Consolidation and
Modification Agreement dated December
18, 1989 between the Partnership and Meritor Savings Bank (filed as Exhibit No.
10(f) to the Partnerships Form 10-K as of December 31, 1989 and incorporated herein
by this reference).X.
    
    Management and Leasing Agreement dated as of October 17, 1989 between
the Partnership and McKenna Management Associates (filed as Exhibit 10(f) to the
Partnerships Form 10-K as of December 31, 1989 and incorporated herein by this
reference).
 10(g)
    
    Documents relating to $400,000 loan to Portland Lofts Associated Limited Partnership
 I.
    
    Promissory Note, dated December 29, 1989, delivered by Portland Lofts
Associates Limited Partnership to Capital Consultants, Inc. (filed as Exhibit 10(g)
to the Partnerships Form 10-K as of December 31, 1989 and incorporated herein by
this reference).II.
    
    Deed of Trust and Security Agreement dated December 29, 1989, between
Portland Lofts Associates Limited Partnership and Capital Consultants, Inc. (filed
as Exhibit No. 10(g) to the Partnerships Form 10-K as of December 31, 1989 and
incorporated herein by this reference).III.
    
    Assignment of Surplus dated December 29, 1989, delivered by Joseph W. Angel
II and Lynne I. Angel to Capital Consultants, Inc. (filed as Exhibit No. 10(g) to the
Partnerships Form 10-K as of December 31, 1989 and incorporated herein by this
reference).IV.
    
    Guaranty of Note and Deed of Trust dated December 29, 1989, delivered
by Joseph W. Angel II and Dennis M. Gilman to Capital Consultants, Inc. (filed as
Exhibit No. 10(g) to the Partnerships Form 10-K as of December 31, 1989 and
incorporated herein by this reference).
 10(h)
    
    Management Agreement dated August 20, 1989 between Portland Lofts Associates Limited
Partnership and Great Northwest Management (filed as Exhibit No. 10(h) to the Partnerships




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Form 10-K as of December 31, 1989 and incorporated herein by this reference).10(i)
    
    Documents relating to Settlement of Fleet National Bank Loan to Jenkins Court Associates
Limited Partnership (all dated as of February 7, 1991).
 I.
    
    Settlement Agreement between Fleet National Bank (Fleet) and
Jenkins Court Associates Limited Partnership (Jenkins Court) (filed as Exhibit
No. 10(i) to the Partnerships Form 10-K as of December 31, 1991 and
incorporated herein by this reference).II.
    
    Agreement between Fleet and Jenkins Court (filed as Exhibit No.
10(i) to the Partnerships Form 10-K as of
December 31, 1991 and incorporated herein by this reference).III.
    
    $250,000 Promissory Note of Jenkins Court (filed as Exhibit No.
10(i) to the Partnerships Form 10-K as of December 31, 1991 and incorporated
herein by this reference).IV.
    
    $20,820,000 Amended and Restated Promissory Note of Jenkins Court
(filed as Exhibit No. 10(i) to the Partnerships Form 10-K as of December 31,
1991 and incorporated herein by this reference).V.
    
    Open End Mortgage Modification Agreement between Fleet and
Jenkins Court (filed as Exhibit No. 10(i) to the Partnerships Form 10-K as of
December 31, 1991 and incorporated herein by this reference).VI.
    
    Assignment Modification Agreement between Fleet and Jenkins Court
(filed as Exhibit No. 10(i) to the Partnerships Form 10-K as of December 31,
1991 and incorporated herein by this reference).
 10(j)
    
    Documents relating to Amended Settlement of Fleet Loan to Jenkins Court (all dated as of
January 29, 1992).
 I.
    
    First Amended and Restated Settlement Agreement between Fleet
and Jenkins Court (filed as Exhibit No. 10(j) to the Partnerships Form 10-K
as of December 31, 1991 and incorporated herein by this reference).II.
    
    First Allonge to Amended and Restated Promissory Note of
Jenkins Court (filed as Exhibit No. 10(j) to the Partnerships Form 10-K as of
December 31, 1991 and incorporated herein by this reference).III.
    
    Open End Mortgage Modification Agreement between Fleet and
Jenkins Court (filed as Exhibit No. 10(j) to the Partnerships Form 10-K as of
December 31, 1991 and incorporated herein by this reference).




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IV.
    
    Assignment Modification Agreement between Fleet and Jenkins
Court (filed as Exhibit No. 10(j) to the Partnerships Form 10-K as of
December 31, 1991 and incorporated herein by this reference).V.
    
    Closing Letter between Fleet and Jenkins Court (filed as
Exhibit No. 10(j) to the Partnerships Form 10-K as of December 31, 1991 and
incorporated herein by this reference).
 10(k)
    
    Agreement for Extension of Debt and Related Matters between Security Pacific Bank Oregon,
Portland Lofts Associates Limited Partnership and Joseph W. Angel, II dated May 7, 1991 (filed
as Exhibit No. 10(k) to the Partnerships Form 10-K as of December 31, 1991 and incorporated
herein by this reference).10(l)
    
    Second Amended and Restated Settlement Agreement between Fleet and Jenkins Court (filed as
Exhibit No. 10(l) to the Partnerships Form 10-K as of December 31, 1992 and incorporated
herein by this reference).10(m)
    
    Documents relating to the Amended $6,800,000 Construction Loan to Portland Lofts Associates
Limited Partnership (all dated as of March 31, 1992).
 I.
    
    Promissory Note of Portland Lofts to Security Pacific Bank
Oregon (Security Pacific) (now Bank of America) (filed as Exhibit No. 10(m)
to the Partnerships Form 10-K as of December 31, 1992 and incorporated
herein by this reference).II.
    
    Deed of Trust and Security Agreement between Portland Lofts
and Security Pacific (filed as Exhibit No. 10(m) to the Partnerships Form
10-K as of December 31, 1992 and incorporated herein by this reference).III.
    
    Assignment of Leases and Conditional Assignment of Rentals by
Portland Lofts to Security Pacific (filed as Exhibit No. 10(m) to the
Partnerships Form 10-K as of December 31, 1992 and incorporated herein by this
reference).IV.
    
    Guarantees of Note and Deed of Trust delivered by East Bank
Development, Inc., Joseph W. Angel, II, Dennis M. Gilman and Martin J.
Soloway to Security Pacific (filed as Exhibit No. 10(m) to the Partnerships
Form 10-K as of December 31, 1992 and incorporated herein by this reference).V.
    
    Arbitration Agreement between Portland Lofts and
Security Pacific (filed as Exhibit No. 10(m) to the




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Partnerships Form 10-K
as of December 31, 1992 and incorporated herein by this reference).
 10(n)
    
    Management Agreement dated April 1, 1992 between Portland Lofts Associates Limited
Partnership and C & R Realty (filed as Exhibit No. 10(n) to the Partnerships Form 10-K as of
December 31, 1992 and incorporated herein by this reference).10(o)
    
    Documents relating to the sale of a portion of the general partnership interest in 402 Julia
Street Associates Limited Partnership (all dated September 16, 1993)
 I.
    
    Second Amendment to the Amended and Restated Agreement
of Limited Partnership of 402 Julia Street Associates Limited Partnership
(filed as Exhibit No. 10(o) to the Partnerships Form 10-K as of December
31, 1993 and incorporated herein by this reference).II.
    
    Assignment and Assumption Agreement between the
Partnership, and Henry M. Lambert and R. Carey Bond. (filed as Exhibit No.
10(o) to the Partnerships Form 10-K as of December 31, 1993 and
incorporated herein by this reference).III.
    
    Security Agreement between the Partnership, and Lambert and
Bond (filed as Exhibit No. 10(o) to the Partnerships Form 10-K as of
December 31, 1993 and incorporated herein by this reference).
 10(p)
    
    Agreement for Extension of Loan from Fleet Bank to Jenkins Court Associates Limited
Partnership (dated as of June 15, 1993) (filed as Exhibit No. 10(p) to the Partnerships Form
10-K as of December 31, 1993 and incorporated herein by this reference).10(q)
    
    Agreement for Extension of Loan from Capital Consultants, Inc. to Portland Lofts Associates
Limited Partnership (dated January 3, 1994) (filed as Exhibit No. 10(q) to the Partnerships
Form 10-K as of December 31, 1993 and incorporated herein by this reference).10(r)
    
    Documents relating to the $15,000 loan to Portland Lofts Associates Limited Partnership (all
dated March 2, 1992)
 I.
    
    Rehabilitation Loan Agreement between Portland Lofts
and the City of Portland (acting by and through the Portland Development
Commission) (filed as Exhibit No. 10(r) to the Partnerships Form 10-K as
of December 31, 1993 and incorporated herein by this reference).




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II.
    
    Promissory Note between Portland Lofts and the City of Portland (acting
by and through the Portland Development Commission) (filed as Exhibit No.
10(r) to the Partnerships Form 10-K as of December 31, 1993 and
incorporated herein by this reference).III.
    
    Trust Deed between Portland Lofts and the City of Portland (acting by and through the Portland Development Commission) (filed as Exhibit No. 10(r) to the Partnerships Form 10-K as of December 31, 1993 and incorporated herein by this reference).
 10(s)
    
    Documents relating to the settlement of amounts payable between Portland Lofts and Richard E. Ragland, AIA
 I.
    
    Letter of agreement signed by Portland Lofts and Ragland (dated March 17, 1994) (filed as Exhibit No. 10(s) to the Partnerships Form 10-K as of December 31, 1993 and incorporated herein by this reference).II.
    
    Promissory Note between Portland Lofts and Ragland (dated February 22, 1994) (filed as Exhibit No. 10(s) to the Partnerships Form 10-K as of December 31, 1993 and incorporated herein by this reference).III.
    
    Release of Claims between Portland Lofts and Ragland (dated February 22, 1994) (filed as Exhibit No. 10(s) to the Partnerships Form 10-K as of December 31, 1993 and incorporated herein by this reference).IV.
    
    Release of All Claims between Ragland and Portland Lofts (dated March 1, 1994) (filed as Exhibit No. 10(s) to the Partnerships Form 10-K as of December 31, 1993 and incorporated herein by this reference).
 10(t)
    
    Documents relating to the amendment of loan documents by and between Historic Preservation Properties 1989 Limited Partnership and Mellon Bank, N.A. (all dated December 28, 1994, but executed January 4, 1995), (filed as Exhibit 10(t) to the Partnerships Form 10-K as of December 31, 1994 and incorporated herein by the reference).
 I.
    
    First Amendment to Note Mortgage and Assignment of Leases.II.
    
    Second Amendment to Loan AgreementIII.
    
    Letter Agreement on Payment of Legal Fees




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10(u)
    
    Letter Agreement on Management Functions by and between Historic Preservation Properties 1989 Limited Partnership and Jenkins Court Investors Limited Partnership (dated September 8, 1994), (filed as Exhibit 10(u) to the Partnerships Form 10-K as of December 31, 1994 and incorporated herein by this reference).10(v)
    
    Stipulation of Settlement, and Transfer Deed, dated August 31, 1995, by and among Jenkins Court Associates Limited Partnership, Miles S. Katzen, Jenkins Court Investors Limited Partnership, MSK Associates, Inc., Jane Katzen, Frank Seidman, the Jane II Corporation and Jenkins Court Pennsylvania L.P, (filed as Exhibit 10(v) to the Partnerships Form 10-K as of December 31, 1995 and incorporated herein by this reference).10(w)
    
    Asset Management Agreement, dated October 1, 1995, by and among Historic Preservation Properties Limited Partnership, Historic Preservation Properties 1988 Limited Partnership, Historic Preservation Properties 1989 Limited Partnership, Historic Preservation Properties 1990 L.P. Tax Credit Fund and Claremont
Management Corporation, (filed as Exhibit 10(w) to the Partnerships Form 10-K as of December 31, 1995
and incorporated herein by this reference).10(x)
    
    Property Management Agreement, dated November 1, 1995, by and between Historic Preservation Properties 1989 L.P. and Claremont Management Corporation, (filed as Exhibit 10(x) to the Partnerships Form 10-K as of December 31, 1995 and incorporated herein by this reference).10(y)
    
    First Amendment to Loan Documents, dated June 1, 1995, by and between Portland Lofts Associates Limited Partnership and Capital Consultants, Inc., (filed as Exhibit 10(y) to the Partnerships Form 10-K as of December 31, 1995 and incorporated herein by this reference).10 (z)
    
    Documents relating to the organization and management of The Cosmopolitan at Mears Park, LLC. 1996 (filed as Exhibit 10(z) to the Partnerships Form 10-K as of December 31, 1996 and incorporated herein by this reference).
 I.
    
    Operating Agreement of the Cosmopolitan at Mears Park, LLC, dated March 15, 1996 (filed as Exhibit 10(z) to the Partnerships Form 10-K as of December 31, 1996 and incorporated herein by this reference).II.
    
    Management Agreement between The Cosmopolitan at Mears Park, LLC and Claremont Management Corporation, dated March 20, 1996 (filed as Exhibit 10 (z) to the Partnerships Form 10-K as of December 31, 1996 and incorporated herein by this reference).




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10
    
    (z) to the Partnerships Form 10-K as of December 31, 1996 and incorporated herein by this
reference).
 10 (aa)
    
    Documents relating to the refinancing of The Cosmopolitan at Mears Park, LLC Mortgage
Debt. (filed as Exhibit 10 (aa) to the Partnerships Form 10-K as of December 31, 1996 and
incorporated herein by this reference).
 I.
    
    Promissory Note between the Cosmopolitan at Mears
Park, LLC and Heller Financial, Inc., dated March 20, 1996 (filed as
Exhibit 10 (aa) to the Partnerships Form 10-K as of December 31, 1996 and
incorporated herein by this reference).II.
    
    Mortgage, Assignment of Rents and Security Agreement
between the Cosmopolitan at Mears Park, LLC and Heller Financial, Inc.,
dated March 20, 1996 (filed as Exhibit 10 (aa) to the Partnerships Form
10-K as of December 31, 1996 and incorporated herein by this reference).III.
    
    Letter Agreement between Patrick Carney and Heller Financial
regarding Personal Liability for carve-outs to non-recourse language dated
March 20, 1996 (filed as Exhibit 10 (aa) to the Partnerships Form 10-K as of
December 31, 1996 and incorporated herein by this reference).
 10 (bb)
    
    Settlement Agreement of the Amended Construction Loan to Portland Lofts Associates,
L.P., (Amended Construction Loan Agreement filed as Exhibit No. 10(m) to the Partnerships
Form 10-K as of December 31, 1992) (filed as Exhibit 10 (bb) to the Partnerships Form 10-K as
of December 31, 1996 and incorporated herein by this reference).10 (cc)
    
    Documents relating to the refinancing of the Portland Lofts Associates, L.P. Mortgage
Debt, (all dated as of June 20, 1996).
 I.
    
    Promissory Note between Portland Lofts Associates, L.P.
and Bank of America Oregon (filed as Exhibit 10 Form 10-K as of December
31, 1996 and incorporated herein by this reference).II.
    
    The Standing Loan Agreement between Portland Lofts
Associates, L.P. and Bank of America Oregon (filed as Exhibit 10 (cc) to the
Partnerships Form 10-K as of December 31, 1996 and incorporated herein by
this reference).III.
    
    The Deed of Trust, with Assignment of Rents, Security
Agreement and Fixture Filing between Portland Lofts Associates, L.P. and Bank
of America




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Oregon (filed as Exhibit 10 (cc) to the Partnerships Form 10-K as
of December 31, 1996 and incorporated herein by this reference).
 IV.
    
    The Payment Guaranty between Joseph W. Angel, II and Bank
of America Oregon (filed as Exhibit 10 (cc) to the Partnerships Form 10-K
as of December 31, 1996 and incorporated herein by this reference).V.
    
    The Payment Guaranty between Lynne I. Angel and Bank
of America Oregon (filed as Exhibit 10 (cc) to the Partnerships Form 10-K
as of December 31, 1996 and incorporated herein by this reference).
 10 (d)
    
    Promissory Note between Portland Loft Associates, L.P. and Joseph Angel and Lynne Angel,
dated December 18, 1996 (filed as Exhibit 10 (dd) to the Partnerships Form 10-K as of
December 31, 1996 and incorporated herein by this reference).
 10 (ee)
    
    Forbearance Agreement between Historic Preservation Properties 1989, L.P. and East Bank
Angel Joint Venture, dated July 1, 1997 (filed as Exhibit 10(ee) to the Partnerships Form
10-K as of December 31, 1997 and incorporated herein by this reference).10 (ff)
    
    Asset Management agreement between Historic Preservation Properties 1989, L.P. and Gunn
Financial Incorporated, dated July 1, 1998 (filed as Exhibit 10 (ff) to the Partnerships Form
10-K as of December 31, 1998 and incorporated herein by this reference).10 (gg)
    
    Documents relating to the refinancing of 402 Julia Street Associates, L.P.s Mortgage
Debt, dated July 9, 1998 (filed as Exhibit 10 (gg) to the Partnerships Form 10-K as of
December 31, 1998 and incorporated herein by this reference).
 I.
    
    Multifamily Note between 402 Julia Street Associates,
L.P. and Investment Property Mortgage, L.L.C. (filed as Exhibit 10 (gg) to
the Partnerships Form 10-K as of December 31, 1998 and incorporated
herein by this reference).II.
    
    Multifamily Mortgage, Assignment of Rents and Security
Agreement between 402 Julia Street and Investment Property Mortgage L.L.C.
(filed as Exhibit 10 (gg) to the Partnerships Form 10-K as of December 31,
1998 and incorporated herein by this reference).
 10  (hh)
    
    First Amendment to Forbearance Agreement between Historic Preservation Properties 1989,
L.P. and East Bank Angel Joint




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Venture, dated June 21, 2000 (filed as Exhibit 10 (hh) to the
Partnerships Form 10-KSB as of December 31, 2000 and incorporated herein by this reference).10 (ii)
    
    Second Amendment to Forbearance Agreement between Historic Preservation Properties 1989,
L.P. and East Bank Angel Joint Venture, dated September 27, 2000 (filed as Exhibit 10 (ii) to the Partnerships Form 10-KSB
as of December 31, 2000 and incorporated herein by this reference).
 10 (jj)
    
    Third Amendment to Forbearance Agreement between Historic Preservation Properties 1989,
L.P. and East Bank Angel Joint Venture, dated December 18, 2000 (filed as Exhibit 10 (jj) to
the Partnerships Form 10-KSB as of December 31, 2000 and incorporated herein by this
reference).10 (kk)
    
    Fourth Amendment to Forbearance Agreement between Historic Preservation Properties 1989,
L.P. and East Bank Angel Joint Venture, dated March 20, 2001(filed as Exhibit No. 10 (kk) I to
the Partnerships Form 10-KSB as of December 31, 2001 and incorporated herein by this
reference).10 (ll)
    
    Fifth Amendment to Forbearance Agreement between Historic Preservation Properties 1989,
L.P. and East Bank Angel Joint Venture, dated June 20, 2001(filed as Exhibit No. 10 (ll) I to
the Partnerships Form 10-KSB as of December 31, 2001 and incorporated herein by this
reference).10 (mm)
    
    Operating Agreement of Portland Lofts Apartment LLC, dated December 14, 2001 (filed as
Exhibit No. 10 (mm) to the Partnerships Form 10-KSB as of December 31, 2001 and incorporated
herein by this reference).10 (nn)
    
    Documents relating to the Withdrawal of the Developer from Portland Lofts Associates,
LP:
 I.
    
    Sixth Forbearance Agreement and withdrawal
agreement between Portland Lofts Associates Limited Partnership,
Historic Preservation Properties 1989, Limited Partnership, East Bank
Angel Joint Venture and Joseph W. Angel, dated December 31, 2001 (filed
as Exhibit No. 10 (nn) I to the Partnerships Form 10-KSB as of
December 31, 2001 and incorporated herein by this reference).II.
    
    Assignment and Assumption Agreement between East Bank
Angel Joint Venture (general partner interest) and Portland Lofts
Apartments, LLC, dated December 31, 2001 (filed as Exhibit No. 10




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(nn) II to the Partnerships Form 10-KSB as of December 31, 2001 and incorporated
herein by this reference).III.
    
    Assignment and Assumption Agreement between East Bank
Angel Joint Venture (limited partner interest) and Portland Lofts
Apartments, LLC, dated December 31, 2001 (filed as Exhibit No. 10 (nn) III
to the Partnerships Form 10-KSB as of December 31, 2001 and incorporated herein by this reference).
 IV.
    
    First Amendment to Amended and Restated Agreement of
Limited Partnership dated December 31, 2001 (filed as Exhibit No. 10 (nn)
IV to the Partnerships Form 10-KSB as of December 31, 2001 and
incorporated herein by this reference).
 10 (oo)
    
    Documents related to the Sale of membership interest in The Cosmopolitan at Mears Park, LLC.
 I.
    
    Assignment and Assumption Agreement between Historic
Preservation Properties 1989 Limited Partnership and HPP LLC (filed as an
Exhibit to the Partnerships Form 8-K, dated October 1, 2004 and
incorporated herein by the reference).II.
    
    Pro Forma Financial Information (filed as an Exhibit
to the Partnerships Form 8-K/A, dated October 1, 2004 and incorporated
herein by reference).
 10 (pp)
    
    Documents related to the sale of real property of 402 Julia Street Associates, LP.
 I.
    
    Purchase and Sale Agreement by and between 402 Julia
Street Associates Limited Partnership and Sibling Odyssey II LLC, Dated
Novemeber 21, 2005 (which sets forth the Offer). (filed as an Exhibit to
the Partnerships Form 8-K, dated February 23, 2006 and incorporated
herein by reference).II.
    
    Notification of local general partners intent to
exercise its option to purchase, dated December 12, 2005. (filed as an
Exhibit to the Partnerships Form 8-K, dated February 23, 2006 and
incorporated herein by reference).III.
    
    Cash Sale of Property by and between 402 Julia Street
Associates Limited Partnership and The Lofts Partners, L.L.C., dated
February 23, 2006. (filed as an Exhibit to the Partnerships Form 8-




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K, dated February 23, 2006 and incorporated herein by reference).
 IV.
    
    Bill of Sale by 402 Julia Street Associates, Limited
Partnership to The Lofts partners, L.L.C. dated February 23, 2006. filed
as an Exhibit to the Partnerships Form 8-K, dated February 23, 2006 and
incorporated herein by reference).V.
    
    Assignment and Assumption of Leases, Rents and
Security Deposits by and between 402 Julia Street Associates Limited
Partnership and The Lofts Partners, L.L.C., Dated February 23, 2006.
(filed as an Exhibit to the Partnerships Form 8-K,
dated February 23, 2006 and incorporated herein by reference).VI.
    
    Sellers Settlement Statement dated February 22,
2006. (filed as an Exhibit to the Partnerships Form 8-K, dated February
23, 2006 and incorporated herein by reference).
 22
    
    List of Investee Partnerships (filed as Exhibit No. 22 to the Partnerships Form 10-K as of
December 31, 1989 and incorporated herein by this reference).28 (ii) (a)
    
    Pages 13-25, 28-36 and 36-39 of the Partnerships Prospectus dated December 19, 1988
(filed with the Commission pursuant to Rule 424(b) on January 5, 1989 and incorporated herein
by this reference).28 (ii) (b)
    
    Supplement No. 1 to the Partnerships Prospectus dated January 20, 1989 (filed as a part
of Post-Effective Amendment No. 1 to the Partnerships Registration Statement on Form S-11,
File No. 33-24129, and incorporated herein by this reference).28 (ii) (c)
    
    Supplement No. 2 to the Partnerships Prospectus dated June 30, 1989 (filed as part of
Post-Effective Amendment No. 2 to the Partnerships Registration Statement on Form S-11, File
No. 33-24129 and incorporated herein by this reference).28 (ii) (d)
    
    Supplement No. 3 to the Partnerships Prospectus dated July 25, 1989 (filed as a part of
Post-Effective Amendment No. 2 to the Partnerships Registration Statement on Form S-11, File
No. 33-24129, and incorporated herein by this reference).28 (ii) (e)
    
    Supplement No. 4 to the Partnerships Prospectus dated September 13, 1989 (filed as a
part of Post-Effective Amendment No. 2 to the Partnerships Registration Statement on Form
S-11, File No. 33-24129, and incorporated herein by this reference).




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28 (ii) (f)
    
    Supplement No. 5 to the Partnerships Prospectus dated September 19, 1989 (filed as a
part of Post-Effective Amendment No. 2 to the Partnerships Registration Statement on Form
S-11, File No. 33-24129, and incorporated herein by this reference).