10-K 1 a2082690z10-k.txt 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ------ EXCHANGE ACT OF 1934 For the fiscal year ended March 25, 2002 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ------ EXCHANGE ACT OF 1934 Commission File Number 0-13782 CAMBRIDGE ADVANTAGED PROPERTIES LIMITED PARTNERSHIP ------------------------------------------------------ (Exact name of registrant as specified in its charter) MASSACHUSETTS 13-3228969 ---------------------------------------- -------------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) 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) 421-5333 Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Initial Limited Partnership Interests (Title of Class) Additional Limited Partnership Interests (Title of Class) 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 X No --- --- Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X] DOCUMENTS INCORPORATED BY REFERENCE None PART I Item 1. Business. GENERAL Cambridge Advantaged Properties Limited Partnership (formerly Hutton Advantaged Properties Limited Partnership) (the "Partnership") is a limited partnership which was formed under the laws of the Commonwealth of Massachusetts on June 28, 1984. The General Partners of the Partnership ("General Partners") are Assisted Housing Associates Inc. (formerly Cambridge Assisted Housing Associates Inc.) (the "Assisted General Partner"), and Related Beta Corporation (the "Related General Partner"), both of which are Delaware corporations affiliated with The Related Companies, L.P. ("Related"), a New York limited partnership, and Cambridge/Related Associates Limited Partnership (formerly Hutton/Related Associates Limited Partnership) ("Cambridge/Related"), a Massachusetts limited partnership. The general partners of Cambridge/Related are the Assisted General Partner and the Related General Partner. The General Partners manage and control the affairs of the Partnership. See Item 10, Directors and Executive Officers of the Registrant, below. On November 25, 1997, an affiliate of the Related General Partner purchased 100% of the stock of the Assisted General Partner (the "Transfer"), then an affiliate of Lehman Brothers, Inc. The Assisted General Partner is also a partner of Cambridge/Related and, therefore, as a result of the Transfer, such affiliate also acquired the Assisted General Partner's general partner interest in Cambridge/Related and C/R Special Partnership, the special limited partner of the Partnership. In connection with the Transfer, the Partnership paid to the Assisted General Partner the accrued asset management fees owed to it in the aggregate amount of $1,334,116. See Note 8 - Related Party Transactions to the Financial Statements included in Item 8. below. Effective May 19, 1994, the Partnership's name was changed to Cambridge Advantaged Properties Limited Partnership. On August 9, 1984, pursuant to a prospectus dated August 9, 1984 as supplemented by the supplements thereto dated September 7, 1984, October 5, 1984 and November 20, 1984 (as so supplemented, the "Prospectus"), the Partnership commenced a public offering (the "Offering", as so supplemented). Pursuant to the Offering, the Partnership issued 6,674 Units (as defined below) in 1984, each Unit consisting of one initial limited partnership interest (the "Initial Limited Partnership Interest") and one warrant to purchase an additional limited partnership interest (the "Additional Limited Partnership Interest") and together with the Initial Limited Partnership Interests (the "Limited Partnership Interests") during the period from January 1, 1985 through January 25, 1985 (a "Unit"), and 5,400 Additional Limited Partnership Interests in 1985. The Partnership received $53,754,300 (net of Offering expenses and sales commissions of $6,615,700) as a result of the Offering. The Offering was completed in March 1985 and no further issuance of Additional Limited Partnership Interests is anticipated. INVESTMENT OBJECTIVES/GOVERNMENT INCENTIVES The Partnership was formed to invest, as a limited partner, in other limited partnerships (referred to herein as "Local Partnerships" or "subsidiary partnerships"), each of which owns or leases and operates an existing residential housing development (an "Apartment Complex") which is receiving some form of local, state or federal assistance, including, without limitation, mortgage insurance, rental assistance payments, permanent mortgage financing and/or interest reduction payments ("Government Assistance"). In acquiring its interests in the Local Partnerships ("Local Partnership Interests"), the Partnership's investment objectives are to: -2- (1) Provide current tax benefits in the form of passive tax losses which limited partners may use to offset passive taxable income from other sources; (2) provide long-term capital appreciation through an increase in the value of the Partnership's investments in Local Partnerships; (3) provide cash distributions from sale or refinancing transactions; and (4) preserve and protect the Partnership's capital. The Partnership is in the process of winding up its operations as it continues to sell its assets; therefore investment objectives (1), (2) and (4) are no longer applicable. The Partnership has to date distributed approximately $5,420,000 from sales transactions and expects to continue to make distributions from excess sales proceeds, although such aggregate distributions are not currently anticipated to equal the original investment. The Partnership will no longer be generating passive losses due to the sale of properties. However, passive losses previously allocated (to the extent unused) are available to offset the income expected to be generated from the sales effort. Federal, state and local government agencies have provided significant incentives in order to stimulate private investment in government assisted housing. See "Government Programs and Regulations," below. Notwithstanding these incentives, there remain significant risks. These risks include, but are not limited to, the uncertainty as to the financial strength and expertise of the general partners of the Local Partnerships ("Local General Partners"); the long-term nature of investments in government-assisted housing has limited the ability of the Partnership to vary its investment portfolio in response to changing economic, financial and investment conditions; and changes in local economic circumstances and housing patterns which have an impact on real estate values and, in the Partnership's current liquidation phase, the ability to achieve a profit on the sale of the Apartment Complexes. Apartment Complexes benefiting from Government Assistance also have required greater management expertise and have had higher operating expenses than conventional apartment buildings. See Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations, below. INVESTMENTS The Local Partnership Interests owned by the Partnership were acquired from unaffiliated sellers. The Partnership became the principal limited partner in these Local Partnerships pursuant to local limited partnership agreements entered into with the Local General Partners. As a limited partner, the Partnership's liability for obligations of the Local Partnerships is limited to its investment. The Local General Partners of the Local Partnerships retain responsibility for maintaining, operating and managing the Apartment Complexes. The Partnership is a limited partner, with an ownership interest of 98.99% in each of the 12 remaining subsidiary partnerships. Each Local Partnership also has as a special limited partner (the "Local Affiliated Partner"), either C/R Special Partnership or another affiliate of the General Partners, which under certain circumstances has the right to replace the Local General Partners of the Local Partnership and also has certain rights with respect to voting on or approving of certain matters, including the sale of an Apartment Complex. These rights were given to the Local Affiliated Partner rather than the Partnership to avoid claims that by the existence or exercise by the Partnership of such rights it would be taking part in the control of the Local Limited Partnerships' operations and should therefore incur liability as a General Partner of the Local Partnerships. The Local Affiliated Partner has agreed to exercise these rights as a fiduciary of the Limited Partners of the Partnership. -3- PURCHASE MONEY NOTES Purchase money notes in the original amount of $85,458,825 were issued to the selling partners of the subsidiary partnerships as part of the purchase price and are secured only by the interest in the subsidiary partnership to which the purchase money note relates (the "Purchase Money Notes"). A portion of these Purchase Money Notes, in the original amount of $31,932,568 is an obligation at the subsidiary partnership level, whereas the remaining $53,526,257 is recorded at the Partnership level. The Purchase Money Notes generally provided for compound interest at rates which, in general, ranged from 9% to 10% per annum through August 31, 1989. Thereafter, simple interest has accrued, without further interest thereon, through maturity as extended (see below). Purchase Money Notes at March 25, 2002 and 2001 include $4,336,417 of interest accrued through August 31, 1989. The Purchase Money Notes, which provide for simple interest, will not be in default if not less than 60% of the cash flow actually distributed to the Partnership by the corresponding subsidiary partnership (generated by the operations, as defined) is applied first to accrued interest and then to current interest thereon. Any interest not paid currently accrues, without further interest thereon, through the extended due date of the Purchase Money Note. Continued accrual of such interest beyond the initial term, without payment, reduces the effective interest rate of 9%. The exact effect is not determinable inasmuch as it is dependent on the actual future interest payments and the ultimate repayment dates of the Purchase Money Notes. The Purchase Money Notes, after the extended maturity dates, call for the simple accrual of interest on the balance of principal, interest and Purchase Money Note Extension Fees Payable as of the date of maturity at one of the following two rates: (i) the lesser of 12% or the legally allowable rate; or (ii) the lesser of prime plus 2% or the lowest legally allowable rate. Unpaid interest of approximately $22,909,000 and $51,597,000 as of March 25, 2002 and 2001, respectively, has been accrued and is included in due to selling partners in the consolidated balance sheets. In general, the interest on and the principal of each Purchase Money Note is also payable to the extent of the Partnership's actual receipt of proceeds of the sale or refinancing of the Apartment Complex. The Partnership extended the terms of the Purchase Money Notes (ranging from August to December 1996) for up to three additional years (four years with respect to three subsidiary partnerships and seven years with respect to three subsidiary partnerships). In connection with such extensions, the Partnership incurred an extension fee of 1/2 % per annum of the outstanding principal balance of the Purchase Money Notes. The Purchase Money Notes with seven year extensions have all been sold. Additionally, an oral agreement was reached in August 2001 to extend the maturity dates of the remaining Purchase Money Notes to September 2002 through October 2003. The Partnership is working with the Local General Partners and Purchase Money Note holders to refinance or sell the properties. No assurance can be given that management's efforts will be successful. Of such fees incurred, $104,999 was accrued and added to the Purchase Money Notes balance. The extension fees are being amortized over the term of the extensions. 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 will be sufficient to meet the outstanding balances of principal, accrued interest and extension fees. The Purchase Money Notes are without personal recourse to either the Partnership or any of its partners and the selling partner's recourse, in the event of nonpayment, would be to foreclose on the Partnership's interests in the respective subsidiary partnerships. Distributions aggregating approximately $4,452,000, $6,550,000 and $6,993,000 were made to the Partnership during each of the years ended March 25, 2002, 2001 and 2000, respectively, of which approximately $3,872,000, $5,147,000 and $1,067,000, respectively, was used to pay principal, interest and extension fees on the Purchase Money Notes. In addition, approximately $0, -4- $598,000 and $6,000 for the 2001, 2000 and 1999 Fiscal Years, respectively, was paid as "additional" interest on the Purchase Money Notes. GOVERNMENT PROGRAMS AND REGULATIONS The General Partners will carefully analyze the opportunities available upon the expiration of the properties' HUD contracts, as well as the tax consequences of each option to investors. Prior to expiration of the properties' HUD contracts, and based on the historical operating results and current economic conditions including changes in tax laws, it is uncertain as to whether there would be a return to the investors upon the sale of the applicable properties in the Partnership's portfolio. The Local Partnerships which receive government assistance are subject to low-income use restrictions which limit the owners' abilities to sell or refinance the properties. In order to maintain the existing inventory of affordable housing, Congress passed a series of related acts including the Emergency Low Income Preservation Act of 1987, the Low-Income Housing Preservation and Resident Homeownership Act of 1990 (together the "Preservation Acts") and the Housing Opportunity Program Extension Act of 1996 (the "1996 Act"). In exchange for maintaining the aforementioned use restrictions, the Preservation Acts provided financial incentives for owners of government assisted properties. The 1996 Act provided financial assistance by funding the sale of such properties to not-for-profit owners and also restores the owners' abilities to prepay their HUD mortgage and convert the property to condominiums or market-rate rental housing. The following eight Local Partnerships filed for incentives under the Preservation Acts: Lansing, MI - Cranbrook Manor Apts., Romulus, MI - Oakbrook Villa Apts., New Bedford, MA - Buttonwood Acres, Wyandotte, MI - Villa Apollo Associates Limited Partnership and Villa Apollo # 2 Limited Partnership, South Dartmouth, MA - Solemar, Sterling Heights, MI - Carlton Terrace Apartments, and San Diego, CA - Lancaster Manor Apartments. Subsequently all of the properties owned by these eight Local Partnerships were sold. Funding for the 1996 Act is subject to appropriations by Congress. Congress has not appropriated any funds for preservation since 1997. Accordingly, no assurance can be given that any of the Local Partnerships will obtain such incentives. In September 1997, Congress enacted the Multi-Family Assisted Housing Reform and Affordability Act of 1997 ("MAHRA") which provides for the renewal of Section 8 Housing Assistance Payments Contracts ("Section 8 Contracts") to be based upon market rentals in instances where the existing Section 8 Contracts exceed current market rents. As a result, Section 8 Contracts that are renewed in the future in projects insured by the Federal Housing Administration ("FHA") may not provide sufficient cash flow to permit owners of properties to meet the debt service requirements of these existing FHA-insured mortgages. MAHRA also provides for the restructuring of these mortgage loans so that the annual debt service on the restructured loan (or loans) can be supported by Section 8 rents established at the market rents. The restructured loans will be held by the current lender or another lender. There can be no assurance that a property owner will be permitted to restructure its mortgage indebtedness pursuant to the new rules implementing MAHRA or that an owner, or the holder of the mortgage, would choose to restructure the mortgage if it were able to participate. MAHRA went into effect on September 11, 1998 when interim regulations implementing the program were published. It should be noted that there are many uncertainties as to the economic and tax impacts on a property owner because of the combination of the reduced Section 8 contract rents and the restructuring of the existing FHA-insured mortgage loan under MAHRA. On October 21, 1998 President Clinton signed the Fiscal Year 1999 Departments of Veteran Affairs, Housing and Urban Development and Independent Agencies Appropriation Legisla- -5- tion into law. The bill provides, among other things, that owners of a property that were eligible for prepayment had to give notice of such prepayment to HUD tenants and to the chief executive of the state or local government for the jurisdiction in which the housing is located. The notice must be provided not less than 150 days, but not more than 270 days, before such payment. Moreover, the owner may not increase the rent charged to tenants for a period of 60 days following such prepayment. The bill also provides for tenant-based vouchers for eligible tenants (generally below 80% of area median income) at the true comparable market rents for unassisted units in order to protect current residents from substantial increases in rent. On October 20, 1999, President Clinton signed FY 2000 VA, the HUD Independent Agencies Appropriations Act (the "Appropriations Act"). The Appropriations Act contains revisions to the HUD Mark-to-Market Program and other HUD programs concerning the preservation of the HUD housing stock. On December 29, 1999 HUD issued Notice H99-36 addressing "Project Based Section 8 Contracts Expiring in Fiscal Year 2000" reflecting the changes in the Appropriations Act and superceding earlier HUD Notices 98-34, 99-08, 99-15, 99-21 and 99-32. Notice 99-36 clarifies many of the earlier uncertainties with respect to the earlier HUD Section 8 Mark-to-Market Programs and continued the Mark-up-to-Market Program which allows owners with Section 8 contracts to increase the rents to market levels where contract rents are currently below market. SALES OF UNDERLYING PROPERTIES/LOCAL PARTNERSHIP INTERESTS GENERAL The Partnership is currently in the process of disposing of its investments. It is anticipated that this process will take a number of years. As of March 25, 2002, the Partnership has disposed of forty-nine of its sixty-one original investments. Subsequently, four additional properties have been sold. Five additional investments are listed for sale and the Partnership anticipates that the three remaining investments will be listed for sale by December 31, 2002. There can be no assurance as to when or that the Partnership will dispose of its last 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 their original investment. Moreover, the Local General Partners and noteholders generally have decision-making rights with respect to the sale of each property which makes it more cumbersome for the General Partners to sell each property. In order to facilitate an orderly disposition of the Partnership's assets, the Partnership formed a new entity: Cambridge Advantaged Liquidating L.L.C. (the "Trust"), a Delaware limited liability company which is wholly-owned by the Partnership. On July 21, 1999, the Partnership contributed its limited partnership interest in Decatur Apartments, Ltd., Florence Apartments, Ltd., Saraland Apartments, Ltd., Dickens Ferry Apartments, Ltd., Bonnie Doone Apartments, Ltd., University Gardens Apartments, Ltd., and Southside Village Apartments, Ltd. to the Trust. In each case, the interests were contributed subject to each respective Purchase Money Note. The contribution did not involve any consideration being paid to the Partnership; therefore, there should not be any tax effect to the limited partners of the Partnership. All of these properties with the exception of Saraland have been sold. On April 13, 1999, the property and related assets and liabilities of Valley Arms were sold to an unaffiliated third party for $1,600,000, resulting in a gain in the amount of approximately $161,000. No proceeds were used to settle the associated Purchase Money Note and accrued interest which had a total outstanding balance of approximately $2,514,000, resulting in forgiveness of indebtedness income. -6- On June 18, 1999, the Partnership's limited partnership interest in Carlton Terrace Apartments, Limited Partnership was sold to the general partners for $589,623, resulting in a gain in the amount of approximately $1,675,000. No proceeds were used to settle the associated Purchase Money Note and accrued interest which had a total outstanding balance of approximately $3,323,000, resulting in forgiveness of indebtedness income. The Purchase Money Notes were assumed by the Local Partnership. On June 18, 1999, the Partnership's limited partnership interest in Villa Apollo Associates Limited Partnership was sold to the general partners for $220,138, resulting in a gain in the amount of approximately $372,000. The Purchase Money Notes were assumed by the Local Partnership. No proceeds were used to settle the associated Purchase Money Note and accrued interest which had a total outstanding balance of approximately $2,129,000, resulting in forgiveness of indebtedness income. On June 18, 1999, the Partnership's limited partnership interest in Villa Apollo #2 Associates Limited Partnership was sold to the general partners for $562,136, resulting in a gain in the amount of approximately $1,709,000. The Purchase Money Notes were assumed by the Local Partnership. No proceeds were used to settle the associated Purchase Money Note and accrued interest which had a total outstanding balance of approximately $4,728,000, resulting in forgiveness of indebtedness income. On December 14, 1999, the property and related assets and liabilities of Oakbrook Villa Apartments were sold to an unaffiliated third party for $8,350,000, resulting in a loss in the amount of approximately $522,000. The Partnership used approximately $2,438,000 of the net proceeds to settle the remaining principal balance of the Purchase Money Note and accrued interest thereon which amounted to $7,205,000, resulting in forgiveness of indebtedness income of approximately $4,366,000. On October 18, 1999, the Partnership's limited partnership interest and the related Purchase Money Note and interest thereon in Cranbrook Manor Apartments ("Cranbrook") was assigned to a third party effective January 1, 2000, resulting in a gain of approximately $2,888,000. Fees due to an affiliate in the amount of approximately $46,000 were forgiven resulting in forgiveness of indebtedness income. On January 6, 2000, the property and related assets and liabilities of Bellfort Apts. ("Bellfort") were sold to an unaffiliated third party for $175,100, resulting in a loss in the amount of approximately $4,445,000. No proceeds were used to settle the associated Purchase Money Note and accrued interest which had a total outstanding balance of approximately $11,511,000, operating deficit loans and advances of approximately $558,000 and various payables of $162,000 resulting in forgiveness of indebtedness income. On March 7, 2000, the property and related assets and liabilities of Conifer 307 ("Fircrest") were sold to an unaffiliated third party for $2,500,000, resulting in a gain in the amount of approximately $1,457,000. Approximately $1,397,000 of the proceeds was used to pay off the Purchase Money Note. On March 31, 2000, the Partnership's limited partnership interest in Caroline Forest Apartments ("Caroline Forest") was sold to the Purchase Money Note holder for $90,000, resulting in a loss in the amount of approximately $338,000. No proceeds were used to settle the associated Purchase Money Note and accrued interest which had a total outstanding balance of approximately $1,736,000, resulting in forgiveness of indebtedness income. On June 30, 2000, the Partnership sold 1% of its interest in Bonnie Doone Apartments, Florence Apartments, Dickens Ferry Apartments and Decatur Apartments to the Purchase Money Note holder, in each case, for $100. Simultaneously, the Partnership assigned its remaining interest -7- of 97.99% in each of such four Local Partnerships and the related Purchase Money Notes and interest thereon to the Purchase Money Note holder, resulting in gains of approximately $1,903,000, $2,373,000, $2,091,000 and $2,867,000, respectively. On July 14, 2000, the property and related assets and liabilities of Casa Ramon Apartments were sold to an unaffiliated third party for $4,500,000, resulting in a gain of approximately $2,999,000. The Partnership used approximately $3,062,000 of the proceeds to pay off the Purchase Money Note and accrued interest thereon which had a total outstanding balance of approximately $3,172,000 resulting in forgiveness of indebtedness income of approximately $111,000. On November 7, 2000, the property and related assets and liabilities of Cloisters Associates, Ltd. ("Sundown") were sold to an unaffiliated third party for $2,800,000, resulting in a gain of approximately $713,000. The Partnership used approximately $519,000 of the proceeds to pay off the Purchase Money Note and accrued interest thereon, which amounted to $4,825,000, resulting in forgiveness of indebtedness income of approximately $4,306,000. On December 18, 2000, the Partnership's limited partnership interest in Solemar at South Dartmouth, L.P. ("Solemar") was sold to a third party for $501,000, resulting in a loss in the amount of $2,369,000. The Purchase Money Note was assumed by the Local Partnership. No proceeds were used to settle the associated Purchase Money Note and accrued interest thereon, which had a total outstanding balance of approximately $5,473,000, resulting in a gain on sale of property. On December 19, 2000, the property and related assets and liabilities of Conifer 208 ("Conifer") were sold to an unaffiliated third party for $1,750,000, resulting in a gain of approximately $846,000. The Partnership used approximately $1,231,000 of the proceeds to settle the associated Purchase Money Note and accrued interest thereon, which had a total outstanding balance of approximately $1,691,000, resulting in forgiveness of indebtedness income of approximately $460,000. On December 20, 2000, the property and related assets and liabilities of Cedarbay, Ltd. ("Cedarbay") were sold to an unaffiliated third party for $2,049,600, resulting in a gain of approximately $52,000. The Partnership used approximately $228,000 of the proceeds to settle the associated Purchase Money Note and accrued interest thereon, which had a total outstanding balance of approximately $3,157,000, resulting in forgiveness of indebtedness income of approximately $2,943,000 inclusive of forgiveness of approximately $14,000 in accounts payable. On January 5, 2001, the property and the related assets and liabilities of West Scenic Apartments, Ltd. ("West Scenic") were sold back to the Purchase Money Note Holder for $1,188,000 resulting in a loss of approximately $973,000. No proceeds were used to settle the associated Purchase Money Note and accrued interest thereon, which had a total outstanding balance of approximately $3,839,000, resulting in forgiveness of indebtedness income during the 2001 Fiscal Year. On March 30, 2001 Nu-Elm Apartments ("Nu-Elm") entered into a purchase and sale agreement with an unaffiliated third party for a purchase price of $1,300,000. The contract has expired and the property was placed back on the market. On April 11, 2001, the property and related assets and liabilities of Tall Pines ("Tall Pines") were sold to an unaffiliated third party for $2,145,000, resulting in a gain of approximately $751,000. The Partnership used approximately $1,015,000 of the proceeds to pay off the Purchase Money Note and accrued interest thereon, which had a total outstanding balance of $3,424,000, resulting in forgiveness of indebtedness income of approximately $2,409,000. -8- On April 20, 2001, the property and related assets and liabilities of Northwoods III Apartments were sold to an unaffiliated third party for $3,316,000, resulting in a gain of approximately $1,266,000. The Partnership used approximately $791,000 of the proceeds to pay off the Purchase Money Note and accrued interest thereon, which had a total outstanding balance of $1,756,000, resulting in forgiveness of indebtedness income of approximately $965,000. On May 10, 2001, the property and related assets and liabilities of Ware Manor Associates ("Ware Manor") were sold to an unaffiliated third party for $1,364,500, resulting in a gain of approximately $389,000. The Partnership used approximately $472,000 of the proceeds to pay off the Purchase Money Note and accrued interest thereon, which had a total outstanding balance of $1,846,000, resulting in forgiveness of indebtedness income of approximately $1,374,000. On May 21, 2001, Lexington Village ("Lexington") entered into a purchase and sale agreement with an unaffiliated third party purchaser for a purchase price of $1,350,000. The closing is expected to occur in late 2002. No assurance can be given that the closing will actually occur. On June 27, 2001, the property and related assets and liabilities of Oakwood Manor ("Oakwood") were sold to an unaffiliated third party purchaser for $3,099,000, resulting in a loss of approximately $145,000. The Partnership used approximately $1,077,000 of the proceeds to pay off the Purchase Money Note and accrued interest thereon, which had a total outstanding balance of $6,803,000 resulting in forgiveness of indebtedness income of approximately $5,726,000. On July 20, 2001, the property and related assets and liabilities of Washington Highland Apts. ("Washington Highland") were sold to an unaffiliated third party purchaser for $800,000, resulting in a loss of approximately $482,000. The Partnership used approximately $238,000 of the proceeds to pay off the Purchase Money Note and accrued interest thereon, which had a total outstanding balance of $1,905,000 resulting in forgiveness of indebtedness income of approximately $1,668,000. On August 14, 2001, the Partnership's Limited Partnership Interest in Southside Village Apts. ("Southside") was sold to the Local General Partner for $5,000, resulting in a loss in the amount of $218,000. The Partnership was released from the associated Purchase Money Note and accrued interest thereon, which had a total outstanding balance of approximately $3,926,000, resulting in gain on sale of property of such amount. On August 14, 2001 the Partnership's Limited Partnership Interest in University Gardens Apts. ("University") was sold to the Local General Partner for $5,000, resulting in a loss in the amount of $330,000. The Partnership was released from the associated Purchase Money Note and accrued interest thereon, which had a total outstanding balance of approximately $3,246,000, resulting in gain on sale of property of such amount. On August 15, 2001 the Partnership's Limited Partnership Interest in Hackley Village ("Hackley") was assigned to the Local General Partner resulting in a loss of approximately $522,000. The Partnership paid approximately $9,000 to settle the associated Purchase Money Note and accrued interest thereon, which had a total outstanding balance of approximately $1,816,000, resulting in gain on sale of property of such amount. On September 20, 2001, Shelton Beach Apartments, Ltd. ("Shelton Beach") entered into a purchase and sale agreement with an unaffiliated third party purchaser for a purchase price of $2,333,333. Subsequently, on April 30, 2002, the property and related assets and liabilities were sold (see Note 12). On September 20, 2001, Northpointe II Apartments, Ltd. ("Northpointe II") entered into a purchase and sale agreement with an unaffiliated third party purchaser for a purchase price of -9- $1,666,667. Subsequently, on April 30, 2002, the property and related assets and liabilities were sold (see Note 12). On November 13, 2001, the property and related assets and liabilities of Seymour O'Brien Manor Apts. ("Seymour O'Brien") were sold to an unaffiliated third party for $920,000, resulting in a loss of approximately $126,000. No proceeds were used to settle the Purchase Money Note and accrued interest thereon, resulting in forgiveness of indebtedness income of approximately $1,842,000. On November 20, 2001, the property and related assets and liabilities of Vincennes NiBlack Apts. ("Autumn Ridge") were sold to a unaffiliated third party for $2,500,000, resulting in a loss of approximately $262,000. No proceeds were used to settle the Purchase Money Note and accrued interest thereon, resulting in forgiveness of indebtedness income of approximately $3,567,000. On December 4, 2001, the Partnership's Limited Partnership Interests in Greenwood Manor, Henslee Heights, Hereford Manor, Malvern Manor, and Southwest Apartments were sold to the Local General Partner effective January 1, 2002 for $11,988, $27,972, $11,988, $7,920, and $9,990, resulting in losses of approximately $264,000, $685,000, $329,000, $303,000, and $159,000, respectively. No proceeds were used to settle the related Purchase Money Notes and interest thereon which were assigned to the Local General Partner, resulting in gains on sale of properties of approximately $2,153,000, $2,692,000, $1,682,000, $1,769,000, and $1,480,000, respectively. On February 14, 2002, the property and related assets and liabilities of Nottingham Woods Apartments were sold to an unaffiliated third party for $1,900,000, resulting in a gain of approximately $1,123,000. The Partnership used approximately $488,000 of the proceeds to settle the associated Purchase Money Note and accrued interest thereon, which had a total outstanding balance of approximately $3,251,000. Approximately $2,763,000 is included in accounts payable, accrued expenses and other liabilities at March 25, 2002 and will result in forgiveness of indebtedness income during the 2002 Fiscal Year. On February 15, 2002, the property and related assets and liabilities of Robindale East Apartments were sold to an unaffiliated third party for $735,519, resulting in a loss of approximately $479,000. No proceeds were used to settle the related Purchase Money Note and accrued interest thereon, which had a total outstanding balance of approximately $2,904,000, which is included in accounts payable, accrued expenses and other liabilities of March 25, 2002 and will result in forgiveness of indebtedness income during the 2002 Fiscal Year. COMPETITION The real estate business is highly competitive and each of the Local Partnerships in which the Partnership has invested owns an Apartment Complex which must compete for tenants with other rental housing in its area. However, the rental assistance and the preferred interest rates on mortgage financing generally make it possible to offer the apartments to eligible tenants at a cost to the tenant significantly below the market rate for comparable conventionally financed apartments in the area. EMPLOYEES The Partnership does not have any employees. All services are performed for the Partnership by its General Partners and their affiliates. The General Partners receive compensation in connection with such activities as set forth in Items 11 and 13 herein. In addition, the Partnership reimburses the General Partners and certain of their affiliates for expenses incurred in connection with the performance by their employees of services for the Partnership in accordance with the Partnership Agreement ("Partnership Agreement"). -10- Item 2. Properties. As of March 25, 2002, the Partnership holds a 98.99% limited partnership interest in each of twelve Local Partnerships, which own twelve Apartment Complexes receiving Government Assistance. During the fiscal year ended March 25, 2002, the properties and the related assets and liabilities owned by nine subsidiary partnerships were sold and the Partnership's Local Partnerships Interests in eight subsidiary partnerships were sold. Through the fiscal year ended March 25, 2002, the properties and the related assets and liabilities owned by twenty-five subsidiary partnerships were sold and the Partnership's Local Partnership Interests in twenty-four subsidiary partnerships were sold (see Item 7, below). Set forth below is certain information concerning the Apartment Complexes and their operations and finances. See Schedule III to the financial statements included herein for information regarding encumbrances and for additional information pertaining to the Apartment Complexes. Each of the Local Partnerships owns one Apartment Complex. The Apartment Complexes owned as of March 25, 2002 are located in Alabama (3), Georgia (1), Kentucky (1), Michigan (3), Missouri (1), North Carolina (1), Oregon (1) and South Carolina (1). The 12 Apartment Complexes owned by the Local Partnerships at March 25, 2002 contain a total of 1,163 rental units. The largest of the Apartment Complexes consists of 186 units; the smallest Apartment Complex contains 50 units. Construction of each Apartment Complex was completed between 1972 and 1978. The remaining Apartment Complexes are occupied by low, moderate and middle-income tenants, some of whom are elderly. Each Apartment Complex, except for the Apartment Complex owned by Saraland Apartments, Ltd., is located in the vicinity of other housing developments receiving Government Assistance. -11- All of the Apartment Complexes are subject to existing permanent first mortgages (the "Mortgage Loans"). In some cases the Apartment Complexes are also subject to supplemental mortgages (the "Supplemental Mortgage Loans"). See Schedule III. LOCAL PARTNERSHIP SCHEDULE

~~All~~GOVERNMENT ofASSISTANCE ~~the~~------------- ~~Apartment~~PERCENTAGE ~~Complexes~~OF ~~are~~UNITS ~~subject~~HUD toOCCUPIED ~~existing~~AT ~~permanent~~DECEMBER ~~first~~31, ~~mortgages~~NAME ~~(the~~AND ~~"Mortgage~~LOCATION ~~Loans").~~YEAR In------------- some cases the Apartment Complexes are also subject to supplemental mortgages (the "Supplemental Mortgage Loans"). See Schedule III. LOCAL PARTNERSHIP SCHEDULE Government Assistance Percentage of Units Name and Location Year HUD Occupied at December 31, --------------- -------------------------------------------- (~~Number~~NUMBER ofOF ~~Units~~UNITS) ~~Completed~~COMPLETED ~~Programs~~PROGRAMS(a) 2001 2000 1999 1998 1997 ~~1996~~ ----------------- --------- ------------- ---- ---- ---- ---- ---- Knollwood I 1978 Sec.221(d)(4) (e) (e) (e) (e) ~~96%~~(e) Mobile, AL (192) Knollwood II 1979 Sec.221(d)(4) (e) (e) (e) (e) ~~99%~~(e) Mobile, AL (192) Knollwood III 1981 Sec.221(d)(4) (e) (e) (e) (e) ~~99%~~(e) Mobile, AL (192) Knollwood, IV 1983 Sec.221(d)(4) (e) (e) (e) (e) ~~98%~~(e) Mobile, AL (128) Parklane II 1977 Sec.221(d)(4) (e) (e) (e) (e) ~~99%~~(e) Mobile, AL(140) Cedarbay 1981 Sec.221(d)(4) (n) (n) 93% 94% 88% ~~84%~~ Mobile, AL(112) Northwoods III Apts. 1982 Sec.221(d)(4) (p) 87% 87% 88% 96% ~~96%~~ Pensacola, FL (192) Westminster Manor Apts. 1972 Sec.221(d)(4) (f) (f) (f) (f) ~~97%~~(f) Arvada, CO (280) HAP Northgate Townhouse Apts. 1977 Sec.221(d)(4) (f) (f) (f) (f) ~~99%~~(f) Thornton, CO (184) HAP Hackley Village 1971 Sec.236 (q) 93% 98% 100% 94% ~~100%~~ Muskegon, MI (54) HAP Huntley #1 1972 Sec.236 88% 98% 95% 98% 95% ~~99%~~ Holt, MI (88) HAP Huntley #2 1973 Sec.236 82% 99% 97% 99% 100% ~~99%~~ Holt, MI (72) HAP Seymour O'Brien Manor Apts. 1972 Sec.236 (p) 100% 100% 98% 95% ~~96%~~ Seymour, IN (56) HAP Washington Highland Apts. 1972 Sec.236 (p) 96% 93% 100% 88% ~~98%~~ Washington, IN (56) HAP Vincennes Niblack Apts. 1972 Sec.236 (p) 96% 91% 94% 86% ~~97%~~ ("Autumn Ridge Apartments") HAP Vincennes, IN (144) Casa Ramon Apartments 1974 Sec.236 (n) (n) 99% 100% 100% ~~100%~~ Orange, CA (75) HAP Nu-Elm Apartments 1972 Sec.236 93% 92% 99% 94% 100% ~~99%~~ Springfield, MI (72) HAP Buttonwood Acres 1973 Sec.236 (f) (f) (f) (f) ~~100%~~(f) New Bedford, MA (132) HAP(b) Rockdale West 1974 Sec.236 (i) (i) (i) ~~100%~~(i) 100% New Bedford, MA (225) HAP(b) Solemar 1976 (c) (o) (o) 98% 100% 100% ~~100%~~ South Dartmouth, MA (200) Decatur Apartments 1971 Sec.236 (o) (~~l) 84% 74% 93% Decatur, AL (100) HAP Florence Apartments 1973 Sec.236 (~~o) (l) 94% 90% 89% Florence, AL (96) Saraland Apartments (g) 1972 Sec.236 0% 0% 0% 0% 97% Saraland, AL (60) HAP University Gardens Apts. 1971 Sec.236 100% 100% 100% 100% 100% Waxahachie, TX (104) Southside Village Apts. 1972 Sec.236 91% 96% 97% 100% 98% Brownwood, TX (104) HAP Dickens Ferry Apartments 1972 Sec.236 (o) (l) 95% 94% 90% Mobile, AL (80) HAP Bonnie Doone Apartments 1972 Sec.236 (o) (l) 97% 93% 88% Athens, AL (60) HAP Conifer 208 (Conifer Village) 1972 Sec.236 (n) 97% 100% 95% 100% Spokane, WA (64) HAP Conifer 307 (Fircrest) 1973 Sec.236 (k) (k) 97% 95% 97% Beaverton, OR (60) HAP Conifer 317 (Pinewood) 1974 Sec.236 100% 98% 92% 94% 96% Hillsboro, OR (50) Bicentennial Apts. 1976 Sec.221(d)(4)(d) (d) (d) (d) (d) Houston, TX (292) Bellfort Apts. 1979 Sec.221(d)(4)(k) (k) 93% 94% 94% Houston, TX (272) HAP Cloisters (Sundown) 1974 Sec.236 (n) 98% 98% 98% 98% Birmingham, AL (192) HAP Cabarrus Arms 1974 Sec.236 95% 96% 96% 96% 96% Kannapolis, NC (76) HAP Summer Arms Apts. 1974 Sec.236 98% 96% 96% 100% 91% Sumter, SC (100) HAP Lexington Village 1973 Sec.236 95% 97% 98% 98% 99% Conyers, GA (108) HAP Ware Manor 1971 Sec.236 93% 98% 98% 99% 94% Waycross, GA (84~~) HAP Nottingham Woods Apts. 1974 Sec.236 97~~% 9274% ~~96% 99% 99% Oxford~~Decatur, AL (~~144) Hathaway Court 1974 Sec.236~~ 100~~% 100% 99% 99% 99% Covington, KY (159~~) HAP Tall Pines 1972 Sec.236 98% 99% 97% 98% 100% La Grange, GA (115) HAP Shelton Beach Apts. 1975 Sec.221(d)(4)92% 83% 91% 96% 94% Saraland, AL (112) Northpointe II 1978 Sec.221(d)(4)93% 86% 86% 94% 98% Saraland, AL (80) Caroline Forest Apts. 1973 Sec.236 (o) 100% 100% 100% 99% Salem, VA (72) (m) Park of Pecan I 1979 Sec.221(d)(4)(i) (i) (i) 93% 94% Rosenberg, TX (137) Park of Pecan II 1978 Sec.221(d)(4)(i) (i) (i) 88% 93% Rosenberg, TX (136) Villa Apollo No. 1 1971 Sec.236 (j) (j) 90% 90% 89% Brownstown Township, MI (112) HAP Carlton Terrace Apartments 1973 Sec.236 (j) (j) 98% 99% 99% Sterling Heights, MI (300) Cranbrook Manor Apartments 1970 Sec.236 (j) (j) 78% 82% 80% Lansing, MI (136) HAP Oakbrook Villa Apartments 1970 Sec.236 (k) (k) 91% 84% 90% Romulus, MI (352) HAP Pebble Creek 1973 Sec.236 100% 100% 99% 99% 98% East Lansing, MI (186) Villa Apollo No. 2 1971 Sec.236 (j) (j) 89% 86% 89% Brownstown Township, MI (286) HAP Greenwood Manor 1974 Sec.236 91% 92% 80% 94% 92% Pine Bluff, AR (64) HAP Malvern Manor 1974 Sec.236 90% 98% 92% 100% 96% Malvern, AR (50) HAP Hereford Manor 1973 Sec.236 94% 84% 92% 94% 98% Siloam Springs, AR (50) HAP Henslee Heights 1974 Sec.236 100% 100% 97% 97% 99% Pine Bluff, AR (78) HAP Oakwood Manor 1972 Sec.236 76% 82% 92% 92% 91% Little Rock, AR (200) HAP West Scenic Apartments 1971 Sec.236 (n) 95% 95% 97% 93% North Little Rock, AR (150) Robindale East Apartments 1974 Sec.236 73% 91% 87% 91% 88% Blytheville, AR (88) HAP Southwest Apartments 1970 Sec.236 94% 94% 96% 94% 100% Little Rock, AR (49) HAP Valley Arms 1975 Sec.236 (k) (k) 28% 55% 74% Statesville, NC (100) HAP Lancaster Manor 1970 Sec.221(d)(3)(h) (h) (h) 100% 100% San Diego, CA (248)

-12- LOCAL PARTNERSHIP SCHEDULE (continued)

~~Item~~GOVERNMENT 6.ASSISTANCE ~~Selected~~------------- ~~Financial~~PERCENTAGE ~~Data.~~OF ~~The~~UNITS ~~information~~HUD ~~set~~OCCUPIED ~~forth~~AT ~~below~~DECEMBER presents selected financial data of the Partnership. Additional detailed financial information is set forth in audited financial statements and footnotes contained in Item 8 hereof and in the schedules contained in Item 14 hereof. Year Ended March 2531, ~~OPERATIONS~~NAME ~~2001~~AND ~~1999~~LOCATION ~~1998~~YEAR ~~1997~~ ------------- ------------------- ----------- ----------------------- ~~2000~~ ------ ~~Revenues $34,185,019 $ $ $ $ 38,002,609 36,695,719 37,441,984 37,758,333 Operating expenses~~ (~~28,223,218)~~NUMBER ~~(35,058,379)~~OF ~~(39,658,795~~UNITS) ~~(45,106,539)~~COMPLETED PROGRAMS(~~50,688,289~~a) ~~Loss~~2001 on2000 ~~impairment~~1999 01998 01997 ~~(2,399,391) 0 (939,612) of assets Minority interest~~ ----- -- ---------- --------- ~~(888,911) (3,110,714) (4,662) 57,040 3,063~~ --------- ---- ---- -- -- ---- ------ ----- ~~Income~~Florence Apartments 1973 Sec.236 (~~loss~~o) ~~before~~(o) 5(l) 94% 90% Florence,~~072,890~~ AL (~~166,484~~96) Saraland Apartments (~~5,367,129~~g) ~~(13~~1972 Sec.236 0% 0% 0% 0% 0% Saraland,~~866,505~~ AL (60) ~~extraordinary~~HAP ~~item~~University Gardens Apts. 1971 Sec.236 (~~7,607,515~~q) ~~Extraordinary~~100% ~~21,773,849~~100% 23100% 100% Waxahachie,~~069,821~~ ~~----------~~TX ~~----------~~(104) ~~---~~Southside --Village ~~item-forgiveness~~Apts. ~~4,232,663~~1972 ~~28,257,707~~Sec.236 11(q) 91% 96% 97% 100% Brownwood,~~502,877~~ ~~---------~~TX ~~----------~~(104) ~~----------~~HAP ofDickens ~~indebtedness~~Ferry ~~Net~~Apartments ~~income~~1972 Sec.236 (~~loss~~o) ~~$26,846,739~~(o) ~~$22~~(l) 95% 94% Mobile,~~903,337~~ $AL $(80) $HAP ~~==========~~Bonnie ~~==========~~Doone ==Apartments ==1972 Sec.236 (~~1,134,466~~o) ~~20,650,192~~(o) (2l) 97% 93% Athens,~~363,628~~ AL (60) ~~==========-~~HAP ~~==========~~Conifer ~~==========~~208 ~~Income~~(Conifer Village) 1972 Sec.236 (~~loss~~n) ~~before~~(n) $97% $100% $95% $Spokane, $WA ~~extraordinary~~(64) ~~item~~HAP ~~416~~Conifer 307 (14Fircrest) 1973 Sec.236 (~~440~~k) (~~624~~k) (1k) 97% 95% Beaverton,~~137~~ OR (60) -HAP ~~per~~Conifer ~~BAC~~317 ~~Extraordinary~~(Pinewood) ~~item~~1974 ~~---------~~Sec.236 ~~---------~~96% ~~------------~~100% ~~----------~~98% ~~per~~92% ~~Unit~~94% 1Hillsboro,~~785~~ ~~1,892~~OR ~~347~~(50) 2Bicentennial Apts. 1976 Sec.221(d)(4) (d) (d) (d) (d) (d) Houston,~~317~~ ~~943~~TX ~~-----~~(292) ~~-----~~Bellfort ~~---~~Apts. ~~-----~~1979 ~~---~~Sec.221(d)(4) ~~Net~~(k) ~~income~~(k) (~~loss~~k) $93% $94% $Houston, $TX $(272) ~~========~~HAP ~~=========~~Cloisters ~~============~~(Sundown) ~~==========~~1974 ~~per~~Sec.236 ~~Unit~~(n) ~~2,201~~(n) 198% 98% 98% Birmingham,~~878~~ AL (93192) 1HAP Cabarrus Arms 1974 Sec.236 96% 95% 96% 96% 96% Kannapolis,~~693~~ NC (~~194~~76) ~~=====~~HAP ~~=====~~Summer ~~===~~Arms ~~=====~~Apts. ~~====-~~1974 ~~Year~~Sec.236 ~~Ended~~92% ~~March~~98% ~~25,~~96% ~~FINANCIAL~~96% ~~POSITION~~100% ~~2001~~Sumter, ~~1999~~SC ~~1998~~(100) ~~1997~~HAP ~~------------------~~Lexington ~~-------------------~~Village ~~-----------~~1973 ~~-----------------------~~Sec.236 ~~2000~~75% ~~Total~~95% ~~assets~~97% $98% $98% ~~$112~~Conyers,~~436,709~~ ~~$121,697,254~~GA ~~$157,162,664~~(108) ==HAP ==Ware ~~===========~~Manor ~~===========~~1971 ~~===========~~Sec.236 ~~51,182,923~~(p) ~~81,413,006~~93% ~~Long-term~~98% ~~obligations~~98% ~~$103,353,307$162,421,389~~99% ~~$212~~Waycross,~~711,021~~ ~~$223~~GA (84) HAP Nottingham Woods Apts. 1974 Sec.236 (p) 97% 92% 96% 99% Oxford,~~367,991~~ ~~$275~~AL (144) Hathaway Court 1974 Sec.236 100% 100% 100% 99% 99% Covington,~~088,044~~ ~~===========~~KY ~~===========~~(159) ~~===========~~HAP ~~===========~~Tall ~~===========~~Pines ~~Total~~1972 ~~liabilities~~Sec.236 ~~$113~~(p) 98% 99% 97% 98% La Grange,~~797,425$169,474,875~~ $GA (115) HAP Shelton Beach Apts. 1975 Sec.221~~,443,873~~(d)(4) ~~$230,161,240~~94% ~~$284~~92% 83% 91% 96% Saraland,~~145,026~~ ~~===========~~AL ~~===========~~(112) ~~===========~~Northpointe ~~===========~~II ~~===========~~1978 ~~Minority~~Sec.221(d)(4) ~~interest~~91% $93% $86% $86% $94% $Saraland, ~~=======~~AL ~~======~~(80) ~~=======~~Caroline ~~===========~~Forest ~~638,628~~Apts. ~~635,465~~1973 ~~593,370~~Sec.236 ~~2,082~~(o) ~~116~~(o) 100% 100% 100% Salem,~~611~~ ~~=======~~VA ~~=======~~(72) ~~=======~~(m) ~~=====~~Park ~~=======~~of Pecan I 1979 Sec.221(d)(4) (i) (i) (i) (i) 93% Rosenberg, TX (137)

-13- LOCAL PARTNERSHIP SCHEDULE (continued)

~~Item~~GOVERNMENT 8.ASSISTANCE ~~Financial~~------------- ~~Statements~~PERCENTAGE ~~and~~OF ~~Supplementary~~UNITS ~~Data.~~HUD ~~Sequential~~OCCUPIED ~~Page~~AT DECEMBER 31, NAME AND LOCATION YEAR ------------- ----------------------------------------------------------- (NUMBER OF UNITS) COMPLETED PROGRAMS(a) 2001 2000 1999 1998 1997 ----------------- --------- ------------- ---- ---- ---- ---- ---- Park of Pecan II 1978 Sec.221(d)(4) (i) (i) (i) (i) 88% Rosenberg, TX (136) Villa Apollo No. 1 1971 Sec.236 ~~Financial~~(j) ~~Statements~~(j) ~~Independent~~(j) ~~Auditors'~~90% ~~Report~~90% 29Brownstown ~~Consolidated~~Township, ~~Balance~~MI ~~Sheets~~(112) atHAP ~~March~~Carlton 25Terrace Apartments 1973 Sec.236 (j) (j) (j) 98% 99% Sterling Heights, ~~2001~~MI ~~and~~(300) ~~2000~~Cranbrook ~~161~~Manor ~~Consolidated~~Apartments ~~Statements~~1970 ofSec.236 ~~Operations~~(j) ~~for~~(j) ~~the~~(j) ~~Years~~78% ~~Ended~~82% ~~March~~Lansing, 25MI (136) HAP Oakbrook Villa Apartments 1970 Sec.236 (k) (k) (k) 91% 84% Romulus, ~~2001~~MI (352) HAP Pebble Creek 1973 Sec.236 99% 100% 100% 99% 99% East Lansing, ~~2000~~MI ~~and~~(186) ~~1999~~Villa ~~162~~Apollo ~~Consolidated~~No. ~~Statements~~2 of1971 ~~Changes~~Sec.236 in(j) ~~Partners'~~(j) ~~Deficit~~(j) ~~for~~89% ~~the~~86% ~~Years~~Brownstown ~~Ended~~Township, ~~March~~MI 25(286) HAP Greenwood Manor 1974 Sec.236 (q) 91% 92% 80% 94% Pine Bluff, ~~2001~~AR (64) HAP Malvern Manor 1974 Sec.236 (q) 90% 98% 92% 100% Malvern, ~~2000~~AR ~~and~~(50) ~~1999~~HAP ~~163~~Hereford ~~Consolidated~~Manor ~~Statements~~1973 ofSec.236 ~~Cash~~(q) ~~Flows~~94% ~~for~~84% ~~the~~92% ~~Years~~94% ~~Ended~~Siloam ~~March~~Springs, 25AR (50) HAP Henslee Heights 1974 Sec.236 (q) 100% 100% 97% 97% Pine Bluff, ~~2001~~AR (78) HAP Oakwood Manor 1972 Sec.236 (p) 76% 82% 92% 92% Little Rock, ~~2000~~AR ~~and~~(200) ~~1999~~HAP ~~164~~West ~~Notes~~Scenic toApartments ~~Consolidated~~1971 ~~Financial~~Sec.236 ~~Statements~~(n) ~~167~~(n) 95% 95% 97% North Little Rock, AR (150) Robindale East Apartments 1974 Sec.236 (p) 73% 91% 87% 91% Blytheville, AR (88) HAP Southwest Apartments 1970 Sec.236 (q) 94% 94% 96% 94% Little Rock, AR (49) HAP Valley Arms 1975 Sec.236 (k) (k) (k) 28% 55% Statesville, NC (100) HAP Lancaster Manor 1970 Sec.221(d)(3) (h) (h) (h) (h) 100% San Diego, CA (248)

(a) The Partnership invested in Local Partnerships owning existing Apartment Complexes which receive either federal or state subsidies. HUD, through FHA, administers a variety of subsidies for low and moderate-income housing. FHA administers similar housing programs for non-urban areas. The federal programs generally provide one or a combination of the following forms of assistance: (1) mortgage loan insurance, (2) rental subsidies and (3) reduction of mortgage interest payments. (1) HUD provides mortgage insurance for rental housing projects pursuant to a number of sections of Title II of the National Housing Act ("NHA"), including Section 236, Section 221(d)(4), Section 221(d)(3) and Section 220. Under all of these programs, HUD will generally provide insurance equal to 100% of the total replacement cost of the project to non-profit owners and 90% of the total replacement cost to limited-distribution owners. Mortgages are pro- -14- vided by institutions approved by HUD, including banks, savings and loan companies and local housing authorities. Section 221(d)(4) of NHA provides for federal insurance of private construction and permanent mortgage loans to finance new construction of rental apartment complexes containing five or more units. The most significant difference between the Section 221(d)(4) program and the Section 221(d)(3) program is the maximum amount of the loan which may be obtained. Under the Section 221(d)(3) program, non-profit sponsors may obtain a permanent mortgage equal to 100% of the total replacement cost; no equity contribution is required of a non-profit sponsor. In all other respects the Section 221(d)(3) program is substantially similar to the Section 221(d)(4) program. (2) Many of the tenants in HUD insured projects receive some form of rental assistance payments, primarily through the Section 8 Housing Assistance Payments Program (the "Section 8 Program"). Apartment Complexes not receiving assistance through the Section 8 Program ("Section 8 Payments") will generally have limitations on the amounts of rent which may be charged. One requirement imposed by HUD regulations effective for apartment complexes initially approved for Section 8 Payments on or after November 5, 1979 is to limit the amount of the owner's annual cash distributions from operations to 10% of the owner's equity investment in an apartment complex if the apartment complex is intended for occupancy by families and to 6% of the owner's equity investment in an apartment complex intended for occupancy by elderly persons. The owner's equity investment in the apartment complex is 10% of the project's replacement cost as determined by HUD. (3) Section 236 Program. As well as providing mortgage insurance, the Section 236 program also provides an interest credit subsidy which reduces the cost of debt service on a project mortgage, thereby enabling the owner to charge the tenants lower rents for their apartments. Interest credit subsidy payments are made monthly by HUD directly to the mortgagee of the project. Each payment is in an amount equal to the difference between (i) the monthly interest payment required by the terms of the mortgage to pay principal, interest and the annual mortgage insurance premium and (ii) the monthly payment which would have been required for principal and interest if the mortgage loan bore interest at the rate of 1%. These payments are credited against the amounts otherwise due from the owner of the project, who makes monthly payments of the balance. (b) The Local Partnership receives monthly rent supplements from HUD through MHFA and the New Bedford Housing Authority. (c) MHFA provides interest credit subsidies pursuant to Section 13A of the Massachusetts Acts of 1966. The Local Partnership also receives monthly rent supplements from the Dartmouth Housing Authority and the South Shore Housing Authority pursuant to Section 707 of the Massachusetts Act of 1966. (d) The property and the related assets and liabilities were sold during the fiscal year ended March 25, 1997 (see Item 7. below). (e) The property and the related assets and liabilities were sold during the fiscal year ended March 25, 1998 (see Item 7. below). (f) The Partnership's Local Partnership Interest in these Local Partnerships were sold during the fiscal year ended March 25, 1998 (see Item 7. below). (g) During the fiscal year ended March 25, 1998, the Local Partnership's property was declared unsafe to live due to amounts of Benzene and Aldrene found to be present in the air of some apartments (see Item 7. below). -15- (h) The property and the related assets and liabilities were sold during the fiscal year ended March 25, 1999 (see Item 7. below). (i) The Partnership's Local Partnership Interest in this Local Partnership was sold during the fiscal year ended March 25, 1999 (see Item 7. below). (j) The Partnership's Local Partnership Interest in these Local Partnerships were sold during the fiscal year ended March 25, 2000 (see Item 7. below). (k) The property and the related assets and liabilities were sold during the fiscal year ended March 25, 2000 (see Item 7. below). (l) As a result of on-going litigation related to the Roar Properties (as defined herein), occupancy rates have not been provided by the management agent pursuant to the instructions from the Local General Partner. (m) The Partnership's Local Partnership Interest in this Local Partnership was sold on March 31, 2000 (see Item 7. below). (n) The property and the related assets and liabilities were sold during the fiscal year ended March 31, 2001. (o) The Partnership's Local Partnership Interest in these Local Partnerships were sold during the fiscal year ended March 21, 2001. (p) The property and the related assets and liabilities were sold during the fiscal year ended March 31, 2002. (q) The Partnership's Local Partnership Interest in these Local Partnerships were sold during the fiscal year ended March 31, 2002. Huntley #1 and Huntley #2 had decreases in occupancy rates of 10% and 12%, respectively at December 31, 2001 as compared to December 31, 2000. Leases were allowed to expire at both properties in anticipation of a major rehabilitation project upon the sale of the properties, which occurred May 9, 2002 (see Note 12). All leases are generally for periods not exceeding one to two years and no tenant occupies more than 10% of the rentable square footage. Rents from commercial tenants (to which average rental per square foot applies) comprise less than 5% of the rental revenues of the Partnership. Rents for the residential units are determined annually by HUD and reflect increases in consumer price indices in various geographic areas. Management continuously reviews the physical state of the properties and budgets improvements when required, which are generally funded from cash flow from operations or release of replacement reserve escrows. Management continuously reviews the insurance coverage of the properties and believes such coverage is adequate. See Item 1, Business, above for the general competitive conditions to which the properties described above are subject. -16- Real estate taxes are calculated using rates and assessed valuations determined by the township or city in which the property is located. Such taxes have approximated 1% of the aggregate cost for the properties as shown in Schedule III to the financial statements included herein. Item 3. Legal Proceedings. This information is incorporated by reference to the discussion of Saraland, McConnell v. Hutton Advantaged Properties L.P., Southwest Apartments Ltd. and University Gardens Apartments Ltd. and Southside Village Apartments Ltd. in the Results of Operations of Certain Local Partnerships contained in Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations, below, and Note 11 to the financial statements. Item 4. Submission of Matters to a Vote of Security Holders. No matters were submitted to a vote of security holders during the fiscal year covered by this report through the solicitation of proxies or otherwise and Note 11 to the financial statements.. -17- PART II Item 5. Market for the Registrant's Limited Partnerships Interests and Related Security Holder Matters. As of March 25, 2002, the Partnership had issued and outstanding 12,074 Limited Partnership Interests, of which 6,674 are Initial Limited Partnership Interests and 5,400 are Additional Limited Partnership Interests, each representing a $5,000 capital contribution to the Partnership, for aggregate gross proceeds of $60,370,000. Additional Limited Partnership Interests are the Limited Partnership Interests acquired upon the exercise of warrants or sold by the Partnership upon the nonexercise of the warrants. The warrants are rights granted pursuant to the Partnership Agreement as part of the purchase of an Initial Limited Partner Interest. No further issuance of Initial Limited Partnership Interests or Additional Limited Partnership Interests is anticipated and all warrants have expired. The offering of Units consisting of Initial Limited Partnership Interests and warrants to purchase Additional Limited Partnership Interests terminated in 1984. The offering of Additional Limited Partnership Interests terminated in March 1985. No public market has developed, and it is not anticipated that any public market will develop, for the secondary purchase and sale of any Limited Partnership Interests. Limited Partnership Interests may be transferred only if certain requirements are satisfied, including the rendering of an opinion of counsel to the Partnership that such transfer would not cause a termination of the Partnership under Section 708 of the Internal Revenue Code and would not violate any federal or state securities laws. As of May 30, 2002, there were approximately 4,408 registered holders of Limited Partnership Interests. In March 2001, a distribution of approximately $1,389,000 and $14,000 was paid to the Limited Partners and General Partners, respectively, from net proceeds from the sale of properties by Local Partnerships in which the Partnership had invested (see Item 7. below). Of the total distributions of approximately $1,403,000 for the year ended March 25, 2001, there was no return of capital determined in accordance with U.S. generally accepted accounting principles. In March 2000, a distribution of approximately $1,980,000 and $20,000 was paid to the Limited Partners and General Partners, respectively, from net proceeds from the sale of properties by Local Partnerships in which the Partnership had invested (see Item 7. below). Of the total distributions of approximately $2,000,000 for the year ended March 25, 2000, there was no return of capital determined in accordance with U.S. generally accepted accounting principles. In March 1998, a distribution of approximately $1,997,000 and $20,000 was paid to the Limited Partners and General Partners, respectively, from net proceeds from the sale of properties by Local Partnerships in which the Partnership had invested (see Item 7. below). Of the total distributions of approximately $2,017,000 for the year ended March 25, 1998, there was no return of capital determined in accordance with U.S. generally accepted accounting principles. With the exception of these distributions, the Partnership had made no distributions to its Limited Partners from its inception on June 28, 1984 to March 25, 2002. There are no material restrictions upon the Partnership's present or future ability to make distributions in accordance with the provisions of the Partnership Agreement. The Partnership has invested as a limited partner in Local Partnerships owning Apartment Complexes that receive Governmental Assistance under programs which in many instances restrict the cash return available to owners. See Item 8, Footnote 11(e) below, for a discussion of these restrictions. The Partnership does not anticipate providing significant cash distributions to its Limited Partners in circumstances other than refinancing or sale of the Apartment Complexes or the Local Partnership Interests. -18- Item 6. Selected Financial Data. The information set forth below presents selected financial data of the Partnership. Additional detailed financial information is set forth in audited financial statements and footnotes contained in Item 8 hereof and in the schedules contained in Item 14 hereof.

~~ASSETS~~YEAR ~~March~~ENDED MARCH 25, ------------------------------ ~~2001 2000~~ ------------------ ---------------------------- ~~Property~~OPERATIONS ~~and~~2002 ~~equipment~~2001 -2000 ~~net,~~1999 ~~less~~1998 ~~accumulated~~---------- ~~depreciation~~------------ ~~(Notes~~------------ 2,------------ 4------------ ~~and~~------------ 6)Revenues $ 2028,~~186~~374,~~022~~997 $ 5234,~~714~~185,~~919~~019 ~~Property~~$ ~~and~~38,002,609 ~~equipment~~$ -36,695,719 ~~held~~$ ~~for~~37,441,984 ~~sale~~Operating ~~(Notes~~expenses 2(16,215,466) 4(28,223,218) ~~6 and 7~~(35,058,379) 18(39,~~795~~658,~~939~~795) 13(45,~~550~~106,~~070~~539) ~~Cash~~Loss ~~and~~on ~~cash~~impairment ~~equivalents~~of ~~(Notes~~assets 0 0 0 (2,399,391) ~~and~~0 11Minority interest 215,380 (888,911) 4(3,~~943~~110,~~694~~714) (4,~~095~~662) 57,~~787~~040 ~~Cash~~------------ ------------ ~~restricted~~------------ ~~for~~------------ ~~tenants'~~------------ ~~security~~Income ~~deposits~~ (~~Note 3~~loss) ~~541,659~~before ~~768,762~~extraordinary ~~Mortgage~~item ~~escrow deposits (Notes 3~~12,374,911 5,072,890 ~~and 6~~(166,484) (5,~~654~~367,~~637~~129) 9(7,~~180~~607,~~023~~515) ~~Prepaid~~Extraordinary ~~expenses~~item- ~~and~~forgiveness ~~other~~of ~~assets~~indebt- ~~(Note~~edness 8)21,389,335 121,~~060~~773,~~972~~849 123,~~103~~069,~~445~~821 4,232,663 28,257,707 ------------ ------------ ---------- ------------ ~~Total~~------------ ~~assets~~Net income (loss) $ 5133,~~182~~764,~~923~~246 $ 8126,~~413~~846,~~006~~739 $ 22,903,337 $ (1,134,466) $ 20,650,192 ============ ============ ~~LIABILITIES~~========== ~~AND~~============ ~~PARTNERS'~~============ ~~DEFICIT~~Income ~~Liabilities~~(loss) ~~Mortgage~~before ~~notes~~extraordinary ~~payable~~item ~~(Notes~~per 3BAC ~~and 6)~~ $ 271,~~753,150~~015 $ ~~44,171,128~~416 ~~Purchase~~$ ~~money~~(14) ~~notes~~$ ~~payable~~ (~~Notes~~440) 3$ ~~and 7~~(624) ~~23,477,968~~Extraordinary ~~43,969,115~~item ~~Due~~per toUnit ~~selling~~1,754 ~~partners (Notes 3 and 7) 52~~1,~~122,189~~785 741,~~281,146~~892 ~~Accounts~~347 ~~payable~~2,317 ~~accrued~~------------ ~~expenses~~------------ ~~and~~------------ ~~other~~------------ ~~liabilities~~------------ ~~5,483,360~~Net ~~2,827,606~~income ~~Tenants'~~(loss) ~~security~~per ~~deposits~~Unit ~~payable~~$ ~~481~~2,~~950~~769 ~~751~~$ 2,~~121~~201 ~~Due~~$ to1,878 ~~general~~$ ~~partners of subsidiaries and their affiliates~~ (~~Note 8~~93) ~~98,265~~$ ~~631~~1,~~826~~693 ~~Due~~============ to============ ~~general~~============ ~~partners~~============ ~~and~~============ ~~affiliates~~YEAR ~~(Note~~ENDED 8)MARCH 225,~~978,008~~ ~~2,842,933 Distributions payable (Note 12) 1,402,535 0~~ -------------------------------- ~~113,797,425 169,474,875 Minority interest (Note 2) 638,628 635,465~~ -------------------------------------------- ~~Commitments~~FINANCIAL ~~and~~POSITION ~~contingencies~~2002 ~~(Notes~~2001 6,2000 7,1999 81998 ~~and 11) Partners' deficit Limited partners (62,083,074) (87,272,836) General partners (1,170,056) (1,424,498)~~ ------------------ ------------ ------------ ~~(63,253,130)~~------------ ~~(88,697,334)~~ ------------ ------------ Total ~~liabilities~~assets ~~and~~$ ~~partners'~~27,426,999 ~~deficit~~ $ 51,182,923 $ 81,413,006 $112,436,709 $121,697,254 ============ ============ ============ ============ ============ Long-term obligations $ 46,473,916 $103,353,307 $162,421,389 $212,711,021 $223,367,991 ============ ============ ============ ============ ============ Total liabilities $ 56,695,370 $113,797,425 $169,474,875 $221,443,873 $230,161,240 ============ ============ ============ ============ ============ Minority interest $ 220,513 $ 638,628 $ 635,465 $ 593,370 $ 2,082 ============ ============ ============ ============ ============

For the year ended March 25, 1999 there was a decrease in assets primarily due to loss on impairment of assets. During the years ended March 25, 1999, 2000, 1999, 2001 and 2002, total assets decreased primarily due to depreciation and the sale of properties (see Note 10 in Item 8, Financial Statements and Supplementary Data), partially offset by net additions to property and equipment. Long-term obligations and total liabilities decreased for the years ended March 25, 1998, 1999, 2000, 2001 and 2002 primarily due to the forgiveness of indebtedness on Purchase Money Notes and amounts due to selling partners as a result of the sale, principal repayments of mortgage notes payable and payments of interest on Purchase Money Notes, partially offset by accruals of interest on Purchase Money Notes. -19- SELECTED QUARTERLY FINANCIAL DATA (Unaudited) ---------------------------------------------

~~CAMBRIDGE~~Quarter ~~ADVANTAGED PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS Year~~ Ended ~~March 25,~~ ----------------------------------------------------------- OPERATIONS June 25, September 25, December 25, March 25, 2001 ~~2000~~2001 ~~1999~~2001 2002 ------------------- ------------ ------------ ------------ ------------ Revenues ~~Rentals~~$ 2,536,631 ~~net~~ $17 5,~~152~~864,~~679~~412 $23 10,~~915~~180,~~060~~566 $27 10,~~829~~310,~~020~~560 ~~Other~~Operating 1ex- penses (5,~~211~~145,~~751~~579) 1(4,~~265~~410,~~116~~027) 1(3,~~341~~391,~~851~~622) ~~Gain~~(3,268,238) onMinority ~~sale~~Interest of241,128 ~~property~~109,450 (~~Note 10~~123,311) 15(13,~~820,589~~527) ~~12,822,433~~------------ ~~7,524,848~~ ------------ ------------ ------------- ~~Total~~(Loss) ~~revenues~~income 34before extraordi- nary item (2,~~185~~367,~~019~~820) 381,~~002~~563,~~609~~835 366,~~695~~665,~~719~~633 7,028,795 ------------ ------------ ------------ ~~Expenses~~------------- ~~Administrative~~Extraordinary ~~and~~item-forgiveness ~~management~~of indebtedness 3,~~906~~839,~~671~~356 410,~~826~~473,~~465~~627 1,667,561 5,~~357~~408,~~328~~791 ~~Administrative~~------------ ~~and~~------------ ~~management~~-~~related~~----------- ~~parties~~------------- ~~(Note~~Net 8)income ~~2,134,544~~$ 21,~~595~~471,~~161~~536 ~~2,836,983~~$ ~~Operating 3~~12,~~098~~037,~~242~~462 ~~4,319,192~~$ 58,~~247~~333,~~392~~194 ~~Repairs~~$ ~~and maintenance 4~~12,~~307~~437,~~937~~586 ~~6,653,986~~============ ~~7,190,605~~============ ~~Taxes~~============ ~~and~~============= ~~insurance~~(Loss) ~~2,117,113~~income ~~2,972,307~~before ~~3,636,893~~extraor ~~Financial,~~dinary ~~principally~~item ~~interest~~per ~~9,446,421~~BAC ~~8,775,674~~$ ~~9,545,162~~(194) ~~Depreciation~~$ ~~3,212,290~~128 ~~4,915,594~~$ ~~5,844,432~~547 ~~Loss~~$ on576 ~~impairment~~Extraordinary ofitem ~~assets~~per ~~(Note~~Unit 4)315 0859 0136 ~~2,399,391~~444 ------------ ------------ ------------ ------------- ~~Total~~Net ~~expenses~~income ~~28,223,218~~per ~~35,058,379~~Unit 42$ 121 $ 987 $ 683 $ 1,~~058,186~~020 ============ ============ ============ ============ Quarter Ended ---------- ---------- ----------------------------------------- ~~Income~~OPERATIONS ~~(loss)~~June ~~before~~25, ~~minority~~September ~~interest~~25, ~~and~~December ~~extraordinary item 5~~25,~~961,801~~ ~~2,944,230~~March (525,~~362,467)~~ ~~Minority~~2000 ~~interest~~2000 ~~income~~2000 of2001 ~~subsidiaries~~------------- ~~(888,911)~~------------ ~~(3,110,714) (4,662)~~ ------------ ------------ ------------ ~~Income~~Revenues ~~(loss)~~$ ~~before~~4,453,328 ~~extraordinary~~$ ~~item 5~~14,~~072~~286,~~890~~176 ~~(166~~$ 7,~~484)~~277,544 (5$ 8,~~367~~167,~~129)~~971 ~~Extraordinary~~Operating ~~item~~ex-~~forgiveness~~ ofpenses ~~indebtedness~~(8,836,978) ~~income~~(7,470,881) (~~Notes~~5,497,499) (6,417,860) ~~and~~Minority 10Interest (96,556) 21(6,~~773,849~~508) 23(831,~~069,821~~240) 445,~~232,663~~393 ------------ ------------ ------------ ~~Net~~------------ ~~income~~ (~~loss~~Loss) ~~$26,846,739~~income ~~$22,903,337~~before $extraordi- nary item (14,~~134~~480,~~466~~206) ~~========== ========== =========== Limited Partners Share: Income (loss) before extraordinary item $ 5~~6,~~022~~808,~~161~~787 ~~$ (164~~948,~~819)~~805 ~~$ (5~~1,~~313~~795,~~457)~~504 Extraordinary item-forgiveness 21of indebtedness 14,~~556~~001,~~111~~550 22121,~~839,123~~236 (4,~~190~~646) 7,~~336~~655,709 ------------ ------------ ------------ ------------ Net income ~~(loss)~~ $26 9,~~578~~521,~~272~~344 $22 6,~~674~~930,~~304~~023 $ (1944,~~123~~159 $ 9,~~121)~~451,213 ========== ==~~========~~ =========== ~~Number of units outstanding 12,074 12,074 12,074~~ =~~===========~~ ============ ============ ~~Income~~ (~~loss~~Loss) income before ~~extraordinary~~extraordi nary item per ~~limited~~BAC ~~partner~~$ ~~unit~~(367) $ ~~416~~559 $ ~~(14)~~77 $ ~~(440)~~147 Extraordinary item per ~~limited~~Unit ~~partner unit~~ 1,~~785~~148 ~~1,892~~10 ~~347~~0 627 ------------ ------------ ------------ ------------ Net income ~~(loss)~~ per ~~limited~~Unit ~~partnership~~$ ~~unit~~781 $ ~~2,201~~569 $ ~~1,878~~77 $ ~~(93)~~774 ============= ============ == ========== ===== ~~See accompanying notes to consolidated financial statements.~~=======

-20- Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operation. LIQUIDITY AND CAPITAL RESOURCES GENERAL The Partnership's capital was originally invested primarily in 61 Local Partnerships, in which the Partnership made an initial investment of $50,293,934 (including acquisition expenses). These investments are highly illiquid. At the beginning of fiscal year 2001, the Partnership had interests in 29 Local Partnerships. During the fiscal year ended March 25, 2002, the property and the related assets and liabilities owned by nine subsidiary partnerships were sold and the Partnership's Local Partnership Interests in eight subsidiary partnerships were sold. Through the fiscal year ended March 25, 2002, the properties and the related assets and liabilities owned by twenty-five subsidiary partnerships were sold and the Partnership's Local Partnership Interests in twenty-four subsidiary partnerships were sold. As of March 25, 2002, the Partnership owned interests in 12 Local Partnerships. The Partnership records loss contingencies as a charge to income when information becomes available which indicates that it is probable that an asset has been impaired or a liability has been incurred as of the date of the financial statements and the amount of loss can be reasonably estimated. In addition, the Partnership evaluates the amount of a potential environmental liability independently from any potential claim for recovery (see below). During the year ended March 25, 2002, cash and cash equivalents of the Partnership increased approximately $24,000. This increase is due to cash provided by operating activities ($1,358,000) and proceeds from the sale of property ($15,420,000), which exceeded principal payments of Purchase Money Notes ($3,776,000), repayments of mortgage notes payable ($10,121,000), a decrease in the capitalization of minority interest ($203,000), costs paid relating to sale of property ($557,000), an increase in mortgage escrow deposits ($236,000), distributions paid ($1,403,000) and acquisition of property and equipment and property and equipment held for sale ($458,000). Included in the adjustments to reconcile the net income to cash used in operating activities is gain on sale of property ($16,927,000), forgiveness of indebtedness income ($21,389,000) and depreciation ($1,364,000). The Partnership's primary sources of funds are the cash distributions from operations of the Local Partnerships in which the Partnership has invested and net proceeds from sales. These sources are available to meet obligations of the Partnership. However, the cash distributions received from the Local Partnerships to date have not been sufficient to meet all such obligations of the Partnership. Accordingly, certain fees and expense reimbursements owed to the General Partners amounting to approximately $3,217,000, $2,514,000 and $2,293,000, were accrued and unpaid as of March 25, 2002, 2001 and 2000, respectively. Distributions aggregating approximately $4,452,000, $6,550,000 and $6,993,000 were made to the Partnership during the 2001, 2000 and 1999 Fiscal Years, respectively, of which approximately $3,872,000, $5,147,000 and $1,067,000, respectively, was used to pay principal, interest and extension fees on the Purchase Money Notes. In addition, approximately $0, $598,000 and $6,000 for the 2001, 2000 and 1999 Fiscal Years, respectively, was paid as "additional" interest on the Purchase Money Notes. Partnership management fees owed to the General Partners amounting to approximately $2,847,000 and $2,178,000 were accrued and unpaid as of March 25, 2002 and 2001, respectively. Without the General Partners' continued allowance of accrual without payment of certain fees and expense reimbursements, the Partnership will not be in a position to meet its obligations. -21- The General Partners have continued allowing the accrual without payment of these amounts but are under no obligation to continue to do so. Proceeds received from future sales will be used to pay any outstanding amounts due to the General Partners. GOVERNMENT PROGRAMS AND REGULATIONS For a discussion of Government Programs and Regulations see Item 1. Business. PURCHASE MONEY NOTES For a discussion of Purchase Money Notes Payable, see Note 7 to the Financial Statements. SALE OF UNDERLYING PROPERTIES/LOCAL PARTNERSHIP INTERESTS For a discussion of the sale of properties in which the Partnership owns direct and indirect interests, see Note 10 to the Financial Statements. For a discussion of contingencies affecting certain Local Partnerships, see Results of Operations of Certain Local Partnerships below. Since the maximum loss for which the Partnership would be liable is its net investment in the respective Local Partnerships, the resolution of the existing contingencies is not anticipated to impact future results of operations, liquidity or financial condition in a material way except that the Partnership would lose its investment in the properties and any potential proceeds from the sale or refinancing of the properties. Except as described above, management is not aware of any trends or events, commitments or uncertainties, which have not been otherwise 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 United States 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. RESULTS OF OPERATIONS Property and equipment to be held and used are carried at cost which includes the purchase price, acquisition fees and expenses, construction period interest 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. 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, the property investments themselves are reduced to estimated fair value (generally using discounted cash flows). At the time management commits to a plan to dispose of assets, said assets are 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. All property and equipment for subsidiary partnerships whose assets and liabilities are under sales contracts are classified as assets held for sale. -22- For the year ended March 25, 2002, the Partnership has not recorded a loss on impairment of assets. Through March 25, 2002, the Partnership has recorded approximately $7,682,000 as a loss on impairment of assets. The following is a summary of the results of operations of the Partnership for the 2001, 2000 and 1999 Fiscal Years. The results of operations of the Partnership, as well as the Local Partnerships, excluding gain on sale of property, forgiveness of indebtedness income, other income, loss on impairment of assets, administrative and management and financial remained fairly constant for the 2001, 2000 and 1999 Fiscal Years. Contributing to the relatively stable operations at the Local Partnerships is the fact that all of the Apartment Complexes receive Government Assistance. Net income during the 2001, 2000 and 1999 Fiscal Years totaled $33,764,246, $26,846,739 and $22,903,337, respectively. 2001 VS. 2000 Rental income decreased by 36% for the 2001 Fiscal Year as compared to the 2000 Fiscal Year. Excluding Oakbrook Villa Apartments, Bellfort Apartments, Valley Arms, Conifer 307, Casa Ramon Apartments, Cloisters (Sundown), Conifer 208, Cedarbay, West Scenic Apartments, Tall Pines, Northwoods III Apartments, Ware Manor, Oakwood Manor, Washington Highlands Apartments, Seymour O'Brien Manor Apartments, and Vincennes NiBlack Apartments which sold their properties and the related assets and liabilities and Cranbrook Manor Apartments, Caroline Forest Apartments, Bonnie Doone Apartments, Dickens Ferry Apartments, Decatur Apartments, Florence Apartments, Solemar, Southside Village Apartments, University Gardens Apartments, Hackley Village, Greenwood Manor, Malvern Manor, Hereford Manor, Henslee Heights, and Southwest Apartments in which the Partnership sold its Local Partnership interests (collectively, the "Sold Assets"), rental income increased by approximately 3% during the 2001 Fiscal Year as compared to the 2000 Fiscal Year primarily due to rental rate increases. Other income decreased approximately 22% for the 2001 Fiscal Year as compared to the 2000 Fiscal Year. Excluding the Sold Assets, other income increased approximately 13% primarily due to an underaccrual of interest income at two Local Partnerships in 2000, partially offset by a decrease in interest income at the Partnership level as the result of lower cash and cash equivalent balances in 2001. Total expenses, excluding the Sold Assets, administrative and management, financial and depreciation, remained fairly consistent with an increase of approximately 2% for the 2001 Fiscal Year as compared to the 2000 Fiscal Year. Administrative and management decreased approximately 39% for the 2001 Fiscal Year as compared to the 2000 Fiscal Year. Excluding the Sold Assets, such expense decreased approximately 12% primarily due to a decrease in legal expenses at the Partnership level. Financial decreased approximately 56% for the 2001 Fiscal Year as compared to the 2000 Fiscal Year. Excluding the Sold Assets, such expense decreased approximately 27% primarily due to an decrease in the prime interest rate in 2001. Depreciation decreased approximately 58% for the 2001 Fiscal Year as compared to the 2000 Fiscal Year. Excluding the Sold Assets, such expense increased approximately 34% primarily due to the expiration of a sales contract at one Local Partnership. The Local Partnership was classified as an asset held for sale in 2000 and was not depreciated. -23- Administrative and management-related parties, operating, repairs and maintenance, and taxes and insurance decreased approximately $319,000, $939,000, $1,537,000, and $594,000 respectively, during the 2001 Fiscal Year compared to the 2000 Fiscal Year. Excluding the Sold Assets, such expenses increased (decreased) approximately ($22,000), $111,000, ($45,000), and $68,000, respectively, during the 2001 Fiscal Year compared to the 2000 Fiscal Year. Gain on sale of properties and forgiveness of indebtedness income will continue to fluctuate as a result of the disposition of properties. 2000 VS. 1999 Rental income decreased by 28% for the 2000 Fiscal Year as compared to the 1999 Fiscal Year. Excluding Oakbrook Villa Apartments, Lancaster Manor Associates, Ltd., Bellfort Apartments, Valley Arms, Conifer 307, Casa Ramon Apartments, Cloisters (Sundown), Conifer 208, and Cedarbay which sold their properties and related assets and liabilities and Park of Pecan I, Ltd., Park of Pecan II, Ltd., Villa Apollo Associates Limited Partnership, Villa Apollo #2 Associates Limited Partnership, Carlton Terrace Apartments Limited Partnership, Cranbrook Manor Apartments, Caroline Forest Apartments, Bonnie Doone Apartments, Dickens Ferry Apartments, Decatur Apartments, Florence Apartments and Solemar in which the Partnership sold its Local Partnership interests (collectively, the "Sold Assets"), rental income increased by approximately 2% during the 2000 Fiscal Year compared to the 1999 Fiscal Year primarily due to rental rate increases. Other income decreased approximately 5% for the 2000 Fiscal Year as compared to the 1999 Fiscal Year. Excluding Sold Assets, income increased approximately 19% primarily due to an increase in laundry income at two Local Partnerships as well as an increase in interest income at the Partnership level due to higher cash and cash equivalent balances in 2000. A gain on sale of properties and forgiveness of indebtedness income was recorded in the 2000 Fiscal Year (see Notes 10 and 11, respectively, in the Item 8. Financial Statements and Supplemental Data, below). Total expenses, excluding the Sold Assets and financial, remained fairly consistent with an increase of approximately 2% for the 2000 Fiscal Year as compared to the 1999 Fiscal Year. Financial expense increased approximately 8% for the 2000 Fiscal Year as compared to the 1999 Fiscal Year. Excluding the Sold Assets, such expense increased approximately 55% during the 2000 Fiscal Year as compared to the 1999 Fiscal Year due to an increase in Purchase Money Note interest expense as a result of certain Purchase Money Notes reaching maturity wherein the interest rate increases pursuant to the Purchase Money Notes agreements. Administrative and management, administrative and management-related parties, operating, repairs and maintenance, taxes and insurance, and depreciation decreased approximately $920,000, $461,000, $1,221,000, $2,346,000, $855,000 and $1,703,000, respectively, during the 2000 Fiscal Year compared to the 1999 Fiscal Year. Excluding the Sold Assets and Pinewood, Summer Arms, Cabarrus Arms, Oakwood Manor, Robindale East, West Scenic, Huntley #1, Huntley #2, Tall Pines, Ware Manor, Washington Highlands, Vincennes Niblack and Seymour O'Brien for depreciation only, such expenses increased (decreased) approximately $104,000, ($47,000), $91,000, $63,000, $64,000 and $17,000, respectively, during the 2000 Fiscal Year compared to the 1999 Fiscal Year. -24- RESULTS OF OPERATIONS OF CERTAIN LOCAL PARTNERSHIPS SARALAND APARTMENTS, LTD. Saraland Apartments, Ltd. ("Saraland") has been placed on the Environmental Protection Agency's (EPA) "Superfund Cleanup List". During the year ended December 31, 1996, the tenants of Saraland were moved to temporary housing to facilitate cleanup of the site. However, as of February 1997, the EPA, along with other agencies, concluded that the apartment residents should not return to the site, and the tenants were permanently relocated. The EPA has since concluded that the apartments will have to be demolished in order to accomplish the removal of contamination that has been found to exist underneath the buildings. On March 21, 2001, Saraland filed a petition for relief under Chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the Northern District of Texas, Dallas Division. The schedules list total assets valued at $924 and liabilities of $12,962,501. The value of the land is listed as undetermined and the Department of Housing and Urban Development ("HUD") possesses a secured claim related to mortgages it holds in the estimated amount of $681,527. The filing was commenced in response to a nonjudicial foreclosure brought by HUD. The remaining liabilities consist of unsecured nonpriority claims, the bulk of which relate to a claim held by the U.S. Environmental Protection Agency ("USEPA") and Rentokil Initial Environmental Services, Inc., in the amount of $12,000,000. This claim relates to a lawsuit under Section 107 of the Comprehensive Environmental Response, Compensation and Liability Act, which is currently pending in the District Court for the Southern District of Alabama (the "District Court") against Saraland and others who it claims are potentially responsible parties. Redwing Carriers, Inc., a codefendant in the USEPA lawsuit, has commenced an action, also in the District Court, to recover all or a pro rata share of its environmental response costs from Saraland and others. Another lawsuit, pending in Circuit Court, Mobile County, Alabama, was filed by the former tenants of Saraland against Saraland and Redwing Carriers, Inc., and is also related to the environmental issues. The Debtor has filed an Amended Plan of Reorganization which will be considered by the Bankruptcy Court this summer. The plan provides for resolution of HUD, EPA and general unsecured claims. The plan also requires the holders of partnership interests, including the Partnership, to make new capital contributions to preserve their interests in the reorganized company. Due to the uncertainty of the outcome of these lawsuits, no loss contingency has been accrued in the accompanying financial statements. The Local Partnership has virtually abandoned the property, and is not making payments on its mortgage loan. The above conditions raise substantial doubt about Saraland's ability to continue as a going concern. These financial statements do not include any adjustments that might result from the outcome of these uncertainties. The Partnership's investment in Saraland was reduced to $0 by prior and current years' losses at March 25, 2002 and 2001, respectively, and the minority interest balance was $21,000 at both dates. Saraland's net loss after minority interest amounted to approximately $36,000, $32,000 and $20,000 for the 2001, 2000 and 1999 Fiscal Years, respectively. OAKWOOD MANOR, LTD. The financial statements of Oakwood Manor, Ltd. ("Oakwood") have been prepared assuming that Oakwood will continue as a going concern. On June 27, 2001, Oakwood sold its sole revenue producing asset, an apartment complex, to an unaffiliated third party purchaser for -25- $3,090,000. This factor raises substantial doubt about Oakwood's ability to continue as a going concern. The financial statements of Oakwood do not include any adjustments that might result from the outcome of this uncertainty, if Oakwood is unable to continue as a going concern. OTHER The Partnership's investment as a limited partner in the Local Partnerships is subject to the risks incident to the management and ownership of improved real estate. The Partnership's investments also could be adversely affected by poor economic conditions, which generally could increase vacancy levels, rental payment defaults, and operating expenses, any or all of which could threaten the financial viability of one or more of the Local Limited Partnerships. There also are substantial risks associated with the operation of Apartment Complexes receiving Government Assistance. These include: governmental regulations concerning tenant eligibility, which may make it more difficult to rent units in the Apartment Complexes; difficulties in obtaining government approval for rent increases; limitations on the percentage of income which low and moderate-income tenants may pay as rent; the possibility that Congress may not appropriate funds to enable HUD to make the rental assistance payments it has contracted to make; and the possibility that, when the rental assistance contracts expire, there may not be market demand for apartments at full market rents in a Local Partnership's Apartment Complex. 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. Item 7A. Quantitative and Qualitative Disclosure About Market Risk. Not applicable. -26- Item 8. Financial Statements and Supplementary Data.

~~CAMBRIDGE~~Sequential ~~ADVANTAGED~~Page ~~PROPERTIES~~---------- ~~LIMITED~~(a) ~~PARTNERSHIP~~1. ~~AND~~Financial ~~SUBSIDIARIES~~Statements ~~CONSOLIDATED~~Independent ~~STATEMENTS OF CHANGES IN PARTNERS~~Auditors' ~~DEFICIT~~Report ~~Limited~~28 ~~General~~Consolidated ~~Total Partners Partners~~ Balance -Sheets at March 2625, ~~1998~~2002 ~~$(108,466,068)~~and ~~$(106,843,883)~~2001 ~~$(1,622,185)~~139 ~~Net~~Consolidated ~~loss~~Statements ~~(1,134,466)~~of ~~(1,123,121)~~Operations ~~(11,345)~~for ~~--------------~~the ~~-------------~~Years ~~-----------~~Ended ~~Balance -~~ March 25, ~~1999 (109~~2002,~~600,534)~~ ~~(107,967,004)~~2001 ~~(1,633,530)~~and ~~Net~~2000 ~~income~~140 ~~22,903,337~~Consolidated ~~22,674,304~~Statements ~~229,033~~of ~~Distributions~~Changes ~~(2,000,137)~~in ~~(1,980,136)~~Partners' ~~(20,001)~~Deficit ~~-----------------------------~~for ~~------------~~the ~~Balance~~Years -Ended March 25, ~~2000 (88~~2002,~~697,334)~~ ~~(87,272,836)~~2001 ~~(1,424,498)~~and ~~Net~~2000 ~~income~~141 ~~26,846,739~~Consolidated ~~26,578,272~~Statements ~~268,467~~of ~~Distributions~~Cash ~~(1,402,535)~~Flows ~~(1,388,510)~~for ~~(14,025)~~the ~~--------------~~Years ~~--------------~~Ended ~~----------- Balance -~~ March 25, ~~2001 $ (63~~2002,~~253,130)$~~ ~~(62,083,074)~~2001 ~~$(1,170,056)~~and ~~=============~~2000 ~~=============~~142 ~~==========~~Notes ~~See accompanying notes~~ to ~~consolidated~~Consolidated ~~financial~~Financial ~~statements.~~Statements 145

-27- INDEPENDENT AUDITORS' REPORT To the Partners of Cambridge Advantaged Properties Limited Partnership and Subsidiaries We have audited the consolidated balance sheets of Cambridge Advantaged Properties Limited Partnership and Subsidiaries as of March 25, 2002 and 2001, and the related consolidated statements of operations, changes in partners' deficit, and cash flows for the years ended March 25, 2002, 2001 and 2000 (the 2001, 2000 and 1999 Fiscal Years, respectively). The financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits. We did not audit the financial statements for 31 (2001 Fiscal Year), 43 (2000 Fiscal Year) and 48 (1999 Fiscal Year) subsidiary partnerships whose net (losses) income aggregated $1,523,249, $11,048,206 and $30,130,274 for the 2001, 2000 and 1999 Fiscal Years, respectively, and whose assets constituted 91% and 86% of the Partnership's assets at March 25, 2002 and 2001, respectively, presented in the accompanying consolidated financial statements. The financial statements of these subsidiary partnerships were audited by other auditors whose reports thereon have been furnished to us, and our opinion expressed herein, insofar as it relates to the amounts included for these subsidiary partnerships, is based solely upon the reports of the other auditors. We conducted our audits in accordance with U.S. generally accepted auditing standards. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, based upon our audits and the reports of the other auditors, the accompanying consolidated financial statements referred to above present fairly, in all material respects, the financial position of Cambridge Advantaged Properties Limited Partnership and Subsidiaries at March 25, 2002 and 2001, and the results of their operations and their cash flows for the years ended March 25, 2002, 2001 and 2000, in conformity with U.S. generally accepted accounting principles. -28- As discussed in Note 10, the Partnership is currently in the process of disposing of its investments. It is anticipated that this process will take a number of years. As discussed in Note 11(a), the consolidated financial statements include the financial statements of two subsidiary partnerships with significant contingencies and uncertainties regarding their continuing operations. These uncertainties raise substantial doubt about these subsidiary partnerships' abilities to continue as going concerns. The auditors of these subsidiary partnerships modified their reports due to the uncertainties of these subsidiary partnerships' abilities to continue in existence. In addition, during the 2001 Fiscal Year two subsidiary partnerships adopted plans to sell their property and liquidate in lieu of continuing their businesses. As a result, the financial statements for these two subsidiary partnerships are presented on the liquidating basis of accounting. These four subsidiary partnerships' net losses aggregated $135,034 for the 2001 Fiscal Year, and their assets aggregated $3,317,470 at March 25, 2002. The consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties. As discussed in Note 7, the principal of and all accrued interest on the Purchase Money Notes are due at final maturity. The remaining Purchase Money Notes are now extended, with maturity dates ranging from September 2002 to October 2003 and the Partnership is attempting to refinance or sell the properties. It is uncertain as to whether the proceeds from such sales will be sufficient to meet the outstanding balances of the Purchase Money Notes and accrued interest thereon. The consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties. TRIEN ROSENBERG ROSENBERG WEINBERG CIULLO & FAZZARI LLP New York, New York June 5, 2002 -29- [REZNICK FEDDER & SILVERMAN LETTERHEAD] INDEPENDENT AUDITORS' REPORT To the Partners Cedarbay, Ltd. We have audited the accompanying statement of changes in net assets in liquidation of Cedarbay, Ltd. for the year ended December 31, 2000. This financial statement is the responsibility of the partnership's management. Our responsibility is to express an opinion on this financial statement based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statement is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statement. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statement referred to above present fairly, in all material respects, the changes in net assets in liquidation for the year ended December 31, 2000, in conformity with generally accepted accounting principles. As described in note A to the financial statement, on June 19, 2000, the partnership adopted a plan to sell the rental property and liquidate the partnership in lieu of continuing the business. On December 20, 2000, the partnership sold the rental property. As a result, the partnership's financial statement is presented on the liquidation basis of accounting. Our audit was made for the purpose of forming an opinion on the basic financial statement taken as a whole. The supplemental information on pages 8 through 10 is presented for purposes of additional analysis and is not a required part of the basic financial statement. Such information has been subjected to the auditing procedures applied in the audits of the basic financial statement and, in our opinion, is fairly stated in all material respects in relation to the basic financial statement taken as a whole. /s/ Reznick Fedder & Silverman Bethesda, Maryland January 19, 2001 -30- [REZNICK FEDDER & SILVERMAN LETTERHEAD] INDEPENDENT AUDITORS' REPORT To the Partners Cedarbay, Ltd. We have audited the accompanying balance sheets of Cedarbay, Ltd. as of December 31, 1999 and 1998, and the related statements of revenue and expenses, partners' capital and cash flows for the years then ended. These financial statements are the responsibility of the partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Cedarbay, Ltd. as of December 31, 1999 and 1998, and the results of its operations, the changes in partners' capital and cash flows for the years then ended, in conformity with generally accepted accounting principles. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental information on pages 12 through 14 is presented for purposes of additional analysis and is not a required part of the basic financial statements. Such information has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ Reznick Fedder & Silverman Bethesda, Maryland February 1, 2000 -31- [Letterhead of Reznick Fedder & Silverman] INDEPENDENT AUDITORS' REPORT To the Partners Northwoods III Apartments, Ltd. We have audited the accompanying statement of changes in net assets in liquidation of Northwoods III Apartments, Ltd. for the period January 1, 2001 through August 23, 2001. This financial statement is the responsibility of the partnership's management. Our responsibility is to express an opinion on this financial statement based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statement is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statement. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the changes in net assets in liquidation for the period January 1, 2001 through August 23, 2001, in conformity with accounting principles generally accepted in the United States of America. As described in note A to the financial statement, during 2001, the partnership adopted a plan to sell the rental property and liquidate the partnership in lieu of continuing the business. On April 23, 2001, the partnership sold the rental property. As a result, the partnership's financial statement is presented on the liquidation basis of accounting. Our audit was made for the purpose of forming an opinion on the basic financial statement taken as a whole. The supplemental information on pages 8 through 10 is presented for purposes of additional analysis and is not a required part of the basic financial statement. Such information has been subjected to the auditing procedures applied in the audit of the basic financial statement and, in our opinion, is fairly stated in all material respects in relation to the basic financial statement taken as a whole. /s/ Reznick Fedder & Silverman Bethesda, Maryland August 23, 2001 -32- [Letterhead of Reznick Fedder & Silverman] INDEPENDENT AUDITORS' REPORT To the Partners Northwoods III Apartments, Ltd. We have audited the accompanying balance sheets of Northwoods III Apartments, Ltd. as of December 31, 2000 and 1999, and the related statements of revenue and expenses, partners' capital and cash flows for the years then ended. These financial statements are the responsibility of the partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Northwoods III Apartments, Ltd. as of December 31, 2000 and 1999, and the results of its operations, the changes in partners' capital and cash flows for the years then ended, in conformity with generally accepted accounting principles. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental information on pages 12 through 14 is presented for purposes of additional analysis and is not a required part of the basic financial statements. Such information has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ Reznick Fedder & Silverman Bethesda, Maryland January 16, 2001 -33- [Letterhead of Bordman & Winnick] INDEPENDENT AUDITOR'S REPORT To the Partners of Hackley Village Associates #1 We have audited the accompanying balance sheet of Hackley Village Associates #1, HUD Project #047-44030-LDP-SUP, as of August 15, 2001, and the related statements of income, and cash flows, and changes in partner's equity for the period then ended. These financial statements are the responsibility of the project's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An Audit includes examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Hackley Village Associates #1 as of August 15, 2001, and the results of its operations and its cash flows and its changes in partners' equity for the year then ended in conformity with accounting principles generally accepted in the United States of America. Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supporting information included in the report (shown on pages 9 to 15) are presented for the purposes of additional analysis and are not a required part of the basic financial statements of Project #047-44030-LDP-SUP. Such information has been subject to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole. In accordance with GOVERNMENT AUDITING STANDARDS, we have also issued a report dated October 3, 2001, on our consideration of Hackley Village Associates' internal controls and a report dated October 3, 2001, on its compliance with laws and regulations. /s/ Bordman & Winnick Certified Public Accountants EIN 38-2900295 West Bloomfield, MI October 3, 2001 -34- [Letterhead of Bordman & Winnick] INDEPENDENT AUDITOR'S REPORT To the Partners of Hackley Village Associates #1 We have audited the accompanying balance sheet of Hackley Village Associates #1, HUD Project #047-44030-LDP-SUP, as of December 31, 2000, and the related statements of income, and cash flows, and changes in partner's equity for the year then ended. These financial statements are the responsibility of the project's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards and GOVERNMENT AUDITING STANDARDS, issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An Audit includes examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Hackley Village Associates #1 as of December 31, 2000, and the results of its operations and its cash flows and its changes in partners' equity for the year then ended in conformity with generally accepted accounting principles. Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supporting information included in the report (shown on pages 9 to 15) are presented for the purposes of additional analysis and are not a required part of the basic financial statements of Project #047-44030-LDP-SUP. Such information has been subject to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole. In accordance with GOVERNMENT AUDITING STANDARDS, we have also issued a report dated February 7, 2001, on our consideration of Hackley Village Associates' internal controls and a report dated February 7, 2001, on its compliance with laws and regulations. /s/ Bordman & Winnick Certified Public Accountants West Bloomfield, MI EIN 38-2900295 February 7, 2001 -35- [Letterhead of Bordman & Winnick] INDEPENDENT AUDITOR'S REPORT To the Partners of Hackley Village Associates #1 We have audited the accompanying balance sheet of Hackley Village Associates #1, HUD Project #047-44030-LDP-SUP, as of December 31, 1999, and the related statements of income, and cash flows, and changes in partner's equity for the year then ended. These financial statements are the responsibility of the project's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards and Government auditing Standards, issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An Audit includes examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Hackley Village Associates #1 as of December 31, 1999, and the results of its operations and its cash flows and its changes in partners' equity for the year then ended in conformity with generally accepted accounting principles. Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supporting information included in the report (shown on pages 9 to 15) are presented for the purposes of additional analysis and are not a required part of the basic financial statements of Project #047-44030-LDP-SUP. Such information has been subject to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole. In accordance with Government auditing Standards, we have also issued a report dated February 5, 2000, on our consideration of Hackley Village Associates' internal controls and a report dated February 5, 2000, on its compliance with laws and regulations. /s/ Bordman & Winnick Certified Public Accountants West Bloomfield, MI EIN 38-2900295 February 5, 2000 -36- [Letterhead of Bordman & Winnick] INDEPENDENT AUDITOR'S REPORT To the Partners of Huntley Associates We have audited the accompanying balance sheet of Project #047-44029 LDP-SUP of Huntley Associates (A Limited Partnership) as of December 31, 2001, and the related statements of income and changes in partner's equity for the year then ended. We have also audited the statements of cash flows for the years ended December 31, 2001. These financial statements are the responsibility of the project's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards and GOVERNMENT AUDITING STANDARDS, issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An Audit includes examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Project #047-44029 LDP-SUP as at December 31, 2001, and the results of its operations and the changes in partners' equity and cash flows for the year then ended in conformity with generally accepted accounting principles. Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supporting information included in the report (shown on pages 10 to 12) are presented for the purposes of additional analysis and are not a required part of the financial statements of Huntley Associates. Such information has been subjected to the auditing procedures applied in the audit of financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole. In accordance with GOVERNMENT AUDITING STANDARDS, we have also issue a report dated January 21, 2002 on our consideration of Huntley Associates' internal controls and a report dated January 21, 2002 on its compliance with laws and regulations. /s/ Bordman & Winnick Certified Public Accountants EIN 38-2900295 West Bloomfield, MI January 21, 2002 -37- [Letterhead of Bordman & Winnick] INDEPENDENT AUDITOR'S REPORT To the Partners of Huntley Associates We have audited the accompanying balance sheet of Project #047-44029 LDP-SUP of Huntley Associates (A Limited Partnership) as of December 31, 2000, and the related statements of income and changes in partner's equity for the year then ended. We have also audited the statements of cash flows for the years ended December 31, 2000. These financial statements are the responsibility of the project's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards and GOVERNMENT AUDITING STANDARDS, issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An Audit includes examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Project #047-44029 LDP-SUP as at December 31, 2000, and the results of its operations and the changes in partners' equity and cash flows for the year then ended in conformity with generally accepted accounting principles. Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supporting information included in the report (shown on pages 10 to 12) are presented for the purposes of additional analysis and are not a required part of the financial statements of Huntley Associates. Such information has been subjected to the auditing procedures applied in the audit of financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole. In accordance with GOVERNMENT AUDITING STANDARDS, we have also issue a report dated January 22, 2001 on our consideration of Huntley Associates' internal controls and a report dated January 22, 2001 on its compliance with laws and regulations. /s/ Bordman & Winnick Certified Public Accountants West Bloomfield, MI EIN 38-2900295 January 22, 2001 -38- [Letterhead of Bordman & Winnick] INDEPENDENT AUDITOR'S REPORT To the Partners of Huntley Associates We have audited the accompanying balance sheet of Project #047-44029 LDP-SUP of Huntley Associates (A Limited Partnership) as of December 31, 1999, and the related statements of income and changes in partner's equity for the year then ended. We have also audited the statements of cash flows for the years ended December 31, 1998 and 1999. These financial statements are the responsibility of the project's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards and GOVERNMENT AUDITING STANDARDS, issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An Audit includes examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Project #047-44029 LDP-SUP as at December 31, 1999, and the results of its operations and the changes in partners' equity and cash flows for the year then ended in conformity with generally accepted accounting principles. Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supporting information included in the report (shown on pages 10 to 12) are presented for the purposes of additional analysis and are not a required part of the financial statements of Huntley Associates. Such information has been subjected to the auditing procedures applied in the audit of financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole. In accordance with Government Auditing Standards, we have also issue a report dated January 15, 2000 on our consideration of Huntley Associates' internal controls and a report dated January 15, 2000 on its compliance with laws and regulations. /s/ Bordman & Winnick Certified Public Accountants West Bloomfield, MI EIN 38-2900295 January 15, 2000 -39- [Letterhead of Bordman & Winnick] Independent Auditor's Report To the Partners of Huntley Associates #2 We have audited the accompanying balance sheet of Project #047-44063-LDP of Huntley Associates #2 (A Limited Partnership) as of December 31, 2001, and the related statements of operations and changes in partner's equity for the year then ended. We have also audited the statements of cash flows for the years ended December 31, 2001. These financial statements are the responsibility of the project's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America and GOVERNMENT AUDITING STANDARDS, issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Project #047-44063-LDP as at December 31, 2001, and the results of its operations and the changes in partners' equity and cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America. Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supporting information included in the report (shown on pages 10 to 15) are presented for the purposes of additional analysis and are not a required part of the financial statements of Huntley Associates #2. Such information has been subject to the auditing procedures applied in the audit of financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole. In accordance with GOVERNMENT AUDITING STANDARDS, we have also issued a report dated January 16, 2002 on our consideration of Huntley Associates #2's internal controls and a report dated January 16, 2002 on its compliance with laws and regulations. /s/ Bordman & Winnick Certified Public Accountants EIN 38-2900295 West Bloomfield, MI January 16, 2002 -40- [Letterhead of Bordman & Winnick] Independent Auditor's Report To the Partners of Huntley Associates #2 We have audited the accompanying balance sheet of Project #047-44063-LDP of Huntley Associates #2 (A Limited Partnership) as of December 31, 2000, and the related statements of operations and changes in partner's equity for the year then ended. We have also audited the statements of cash flows for the years ended December 31, 2000. These financial statements are the responsibility of the project's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards and GOVERNMENT AUDITING STANDARDS, issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Project #047-44063-LDP as at December 31, 2000, and the results of its operations and the changes in partners' equity and cash flows for the year then ended in conformity with generally accepted accounting principles. Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supporting information included in the report (shown on pages 10 to 15) are presented for the purposes of additional analysis and are not a required part of the financial statements of Huntley Associates #2. Such information has been subject to the auditing procedures applied in the audit of financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole. In accordance with GOVERNMENT AUDITING STANDARDS, we have also issued a report dated January 25, 2001 on our consideration of Huntley Associates #2's internal controls and a report dated January 25, 2001 on its compliance with laws and regulations. /s/ Bordman & Winnick Certified Public Accountants West Bloomfield, MI EIN 38-2900295 January 25, 2001 -41- [Letterhead of Bordman & Winnick] Independent Auditor's Report To the Partners of Huntley Associates #2 We have audited the accompanying balance sheet of Project #047-44063-LDP of Huntley Associates #2 (A Limited Partnership) as of December 31, 1999, and the related statements of operations and changes in partner's equity for the year then ended. We have also audited the statements of cash flows for the years ended December 31, 1998 and 1999. These financial statements are the responsibility of the project's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards and GOVERNMENT AUDITING STANDARDS, issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Project #047-44063-LDP as at December 31, 1999, and the results of its operations and the changes in partners' equity and cash flows for the year then ended in conformity with generally accepted accounting principles. Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supporting information included in the report (shown on pages 10 to 15) are presented for the purposes of additional analysis and are not a required part of the financial statements of Huntley Associates #2. Such information has been subject to the auditing procedures applied in the audit of financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole. In accordance with Government Auditing Standards, we have also issued a report dated January 15, 2000 on our consideration of Huntley Associates #2's internal controls and a report dated January 15, 2000 on its compliance with laws and regulations. /s/ Bordman & Winnick Certified Public Accountants West Bloomfield, MI EIN 38-2900295 January 15, 2000 -42- [Letterhead of Bordman & Winnick] Independent Auditor's Report To the Partners of Seymour O'Brien Manor Apartments We have audited the accompanying balance sheet of Project #073-44152 LDP of Seymour O'Brien Manor Apartments (a Limited Partnership) as at November 13, 2001, and the related statements of operations and changes in partner's equity for the year then ended. We have also audited the statements of cash flows for the period ended November 13, 2001. These financial statements are the responsibility of the project's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America and GOVERNMENT AUDITING STANDARDS, issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Project #073-44152 LDP as of November 13, 2001, and the results of its operations and the changes in partners' equity and cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America. Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supporting information included in the report (shown on pages 9 to 11) are presented for the purposes of additional analysis and are not a required part of the basic financial statements of Seymour O'Brien Manor Apartments. Such information has been subject to the auditing procedures applied in the audit of basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole. In accordance with GOVERNMENT AUDITING STANDARDS, we have also issued a report dated January 8, 2002 on our consideration of Seymour O'Brien Manor Apartments (a Limited Partnership) internal controls and a report dated January 8, 2002 on its compliance with laws and regulations. /s/ Bordman & Winnick Certified Public Accountants EIN 38-2900295 West Bloomfield, MI January 8, 2002 -43- [Letterhead of Bordman & Winnick] Independent Auditor's Report To the Partners of Seymour O'Brien Manor Apartments We have audited the accompanying balance sheet of Project #073-44152 LDP of Seymour O'Brien Manor Apartments (a Limited Partnership) as at December 31, 2000, and the related statements of operations and changes in partner's equity for the year then ended. We have also audited the statements of cash flows for the year ended December 31, 2000. These financial statements are the responsibility of the project's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards and GOVERNMENT AUDITING STANDARDS, issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Project #073-44152 LDP as of December 31, 2000, and the results of its operations and the changes in partners' equity and cash flows for the year then ended in conformity with generally accepted accounting principles. Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supporting information included in the report (shown on pages 9 to 11) are presented for the purposes of additional analysis and are not a required part of the basic financial statements of Seymour O'Brien Manor Apartments. Such information has been subject to the auditing procedures applied in the audit of basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole. In accordance with GOVERNMENT AUDITING STANDARDS, we have also issued a report dated January 15, 2001 on our consideration of Seymour O'Brien Manor Apartments (a Limited Partnership) internal controls and a report dated January 15, 2001 on its compliance with laws and regulations. /s/ Bordman & Winnick Certified Public Accountants West Bloomfield, MI EIN 38-2900295 January 15, 2001 -44- [Letterhead of Bordman & Winnick] Independent Auditor's Report To the Partners of Seymour O'Brien Manor Apartments We have audited the accompanying balance sheet of Project #073-44152 LDP of Seymour O'Brien Manor Apartments (a Limited Partnership) as at December 31, 1999, and the related statements of operations and changes in partner's equity for the year then ended. We have also audited the statements of cash flows for the year ended December 31, 1999. These financial statements are the responsibility of the project's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards and GOVERNMENT AUDITING STANDARDS, issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Project #073-44152 LDP as of December 31, 1999, and the results of its operations and the changes in partners' equity and cash flows for the year then ended in conformity with generally accepted accounting principles. Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supporting information included in the report (shown on pages 9 to 11) are presented for the purposes of additional analysis and are not a required part of the basic financial statements of Seymour O'Brien Manor Apartments. Such information has been subject to the auditing procedures applied in the audit of basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole. In accordance with Government Auditing Standards, we have also issued a report dated January 19, 2000 on our consideration of Seymour O'Brien Manor Apartments (a Limited Partnership) internal controls and a report dated January 19, 2000 on its compliance with laws and regulations. /s/ Bordman & Winnick Certified Public Accountants West Bloomfield, MI EIN 38-2900295 January 19, 2000 -45- [Letterhead of Bordman & Winnick] Independent Auditors Report To the Partners of Washington Highland Apartments We have audited the accompanying balance sheet of HUD Project No. 073-44073 of Washington Highland Apartment (a Limited Partnership) as of July 20, 2001, and the related statements of operations and changes in partner's equity for the year then ended. We have also audited the statement of cash flows for the years ended July 20, 2001. These financial statements are the responsibility of the project's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of HUD Project No. 073-44073 as of July 20, 2001, and the results of its operations and the changes in partners' equity and cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America. Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supporting information included in the report (shown on pages 9 to 11) are presented for the purposes of additional analysis and are not a required part of the basic financial statements of Washington Highland Apartments. Such information has been subject to the auditing procedures applied in the audit of basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole. In accordance with GOVERNMENT AUDITING STANDARDS, we have also issued a report dated September 13, 2001 on our consideration of Washington Highland Apartment (a Limited Partnership) internal controls and a report dated September 13, 2001 on its compliance with laws and regulations. /s/ Bordman & Winnick Certified Public Accountants EIN 38-2900295 West Bloomfield, MI September 13, 2001 -46- [Letterhead of Bordman & Winnick] Independent Auditors Report To the Partners of Washington Highland Apartments We have audited the accompanying balance sheet of HUD Project No. 073-44073 of Washington Highland Apartment (a Limited Partnership) as of December 31, 2000, and the related statements of operations and changes in partner's equity for the year then ended. We have also audited the statement of cash flows for the years ended December 31, 2000. These financial statements are the responsibility of the project's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards and GOVERNMENT AUDITING STANDARDS, issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of HUD Project No. 073-44073 as of December 31, 2000, and the results of its operations and the changes in partners' equity and cash flows for the year then ended in conformity with generally accepted accounting principles. Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supporting information included in the report (shown on pages 9 to 11) are presented for the purposes of additional analysis and are not a required part of the basic financial statements of Washington Highland Apartments. Such information has been subject to the auditing procedures applied in the audit of basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole. In accordance with GOVERNMENT AUDITING STANDARDS, we have also issued a report dated January 14, 2001 on our consideration of Washington Highland Apartment (a Limited Partnership) internal controls and a report dated January 14, 2001 on its compliance with laws and regulations. /s/ Bordman & Winnick Certified Public Accountants West Bloomfield, MI EIN 38-2900295 January 14, 2001 -47- [Letterhead of Bordman & Winnick] Independent Auditors Report To the Partners of Washington Highland Apartments We have audited the accompanying balance sheet of HUD Project No. 073-44073 of Washington Highland Apartment (a Limited Partnership) as of December 31, 1999, and the related statements of operations and changes in partner's equity for the year then ended. We have also audited the statements of cash flows for the year ended December 31, 1999. These financial statements are the responsibility of the project's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards and GOVERNMENT AUDITING STANDARDS, issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of HUD Project No. 073-44073 as of December 31, 1999, and the results of its operations and the changes in partners' equity and cash flows for the year then ended in conformity with generally accepted accounting principles. Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supporting information included in the report (shown on pages 9 to 11) are presented for the purposes of additional analysis and are not a required part of the basic financial statements of Washington Highland Apartments. Such information has been subject to the auditing procedures applied in the audit of basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole. In accordance with Government Auditing Standards, we have also issued a report dated January 13, 2000 on our consideration of Washington Highland Apartment (a Limited Partnership) internal controls and a report dated January 13, 2000 on its compliance with laws and regulations. /s/ Bordman & Winnick Certified Public Accountants West Bloomfield, MI EIN 38-2900295 January 13, 2000 -48- [Letterhead of BORDMAN & WINNICK] Independent Auditor's Report To the Partners of AUTUMN RIDGE APARTMENTS Formerly known as Vincennes Niblack Apartments We have audited the accompanying balance sheet of Project #073-58501 LDP of AUTUMN RIDGE APARTMENTS formerly known as Vincennes Niblack Apartments (A Limited Partnership) as at November 20, 2001, and the related statements of operations and changes in partner's equity for the period January 1, 2001 to November 20, 2001. We have also audited the statements of cash flows for the period January 1, 2001 to November 20, 2001. These financial statements are the responsibility of the project's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America and GOVERNMENT AUDITING STANDARDS, issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Project # 073-58501 LDP as of November 20, 2001, and the results of its operations and the changes in partners' equity and cash flows for the period January 1, 2001 to November 20, 2001 in conformity with accounting principles generally accepted in the United States of America. Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supporting information included in the report (shown on pages 9 to 11) are presented for the purposes of additional analysis and are not a required part of the basic financial statements of AUTUMN RIDGE APARTMENTS formerly known as Vincennes Niblack Apartments. Such information has been subject to the auditing procedures applied in the audit of basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole. In accordance with GOVERNMENT AUDITING STANDARDS, we have also issued a report dated January 8, 2002 on our consideration of AUTUMN RIDGE APARTMENTS' formerly known as Vincennes Niblack Apartments (A Limited Partnership) internal controls and reports dated January 8, 2002 on its compliance with laws and regulations. /s/ Bordman & Winnick Certified Public Accountants EIN 38-2900295 West Bloomfield, MI January 8, 2002 -49- [Letterhead of BORDMAN & WINNICK] Independent Auditors Report To the Partners of AUTUMN RIDGE APARTMENTS Formerly known as Vincennes Niblack Apartments We have audited the accompanying balance sheet of Project No. 073-58501 LDP of AUTUMN RIDGE APARTMENTS formerly known as Vincennes Niblack Apartments (A Limited Partnership) as at December 31, 2000, and the related statements of operations and changes in partner's equity for the year then ended. We have also audited the statements of cash flows for the year ended December 31, 2000. These financial statements are the responsibility of the project's management. Our responsibility is to express an opinion on these financial based on our audit. We conducted our audit in accordance with generally accepted auditing standards and GOVERNMENT AUDITING STANDARDS, issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Project # 073-58501 LDP as at December 31, 2000, and the results of its operations and the changes in partners' equity and cash flows for the year then ended in conformity with generally accepted accounting principles. Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supporting information included in the report (shown on pages 9 to 11) are presented for the purposes of additional analysis and are not a required part of the basic financial statements of AUTUMN RIDGE APARTMENTS formerly known as Vincennes Niblack Apartments. Such information has been subject to the auditing procedures applied in the audit of basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole. In accordance with GOVERNMENT AUDITING STANDARDS, we have also issued a report dated January 22, 2001 on our consideration of AUTUMN RIDGE APARTMENTS' formerly known as Vincennes Niblack Apartments (A Limited Partnership) internal controls and reports dated January 22, 2001 on its compliance with laws and regulations. /s/ Bordman & Winnick Certified Public Accountants West Bloomfield, MI EIN 38-2900295 January 22, 2001 -50- [Letterhead of BORDMAN & WINNICK] Independent Auditors Report To the Partners of AUTUMN RIDGE APARTMENTS Formerly known as Vincennes Niblack Apartments We have audited the accompanying balance sheet of Project No. 073-58501 LDP of AUTUMN RIDGE APARTMENTS formerly known as Vincennes Niblack Apartments (A Limited Partnership) as of December 31, 1999, and the related statements of operations and changes in partner's equity for the year then ended. We have also audited the statements of cash flows for the year ended December 31, 1999. These financial statements are the responsibility of the project's management. Our responsibility is to express an opinion on these financial based on our audit. We conducted our audit in accordance with generally accepted auditing standards and GOVERNMENT AUDITING STANDARDS, issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Project No. 073-58501 LDP at December 31, 1999, and the results of its operations and the changes in partners' equity and cash flows for the year then ended in conformity with generally accepted accounting principles. Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supporting information included in the report (shown on pages 9 to 11) are presented for the purposes of additional analysis and are not a required part of the basic financial statements of AUTUMN RIDGE APARTMENTS formerly known as Vincennes Niblack Apartments. Such information has been subject to the auditing procedures applied in the audit of basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole. In accordance with Government Auditing Standards, we have also issued a report dated January 26, 2000 on our consideration of AUTUMN RIDGE APARTMENTS' formerly known as Vincennes Niblack Apartments (A Limited Partnership) internal controls and reports dated January 26, 2000 on its compliance with laws and regulations. /s/ Bordman & Winnick Certified Public Accountants West Bloomfield, MI EIN 38-2900295 January 26, 2000 -51- [Letterhead of Bordman & Winnick] To the Partners of Casa Ramon Apartments INDEPENDENT AUDITOR'S REPORT We have audited the accompanying balance sheet of Project #122-44476 LDP-SUP of Casa Ramon Apartments (A Limited Partnership) as at July 14, 2000, and the related statements of operations and changes in partner's equity for the period then ended. We have also audited the statements of cash flows for the period ended July 14, 2000. These financial statements are the responsibility of the project's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards and GOVERNMENT AUDITING STANDARDS, issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Project #122-44476 LDP-SUP as at July 14, 2000, and the results of its operations and the changes in partners' equity and cash flows for the year then ended in conformity with generally accepted accounting principles. Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supporting information included in the report (shown on page 9) are presented for the purposes of additional analysis and are not a required part of the basic financial statements of Casa Ramon Apartments. Such information has been subject to the auditing procedures applied in the audit of basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole. In accordance with Government Auditing Standards, we have also issued a report dated September 19, 2000 on our consideration of Casa Ramon Apartments' internal controls and a report dated September 19, 2000, on its compliance with laws and regulations. /s/ Bordman & Winnick Certified Public Accountants West Bloomfield, MI EIN 38-2900295 September 19, 2000 -52- [Letterhead of Bordman & Winnick] To the Partners of Casa Ramon Apartments INDEPENDENT AUDITOR'S REPORT We have audited the accompanying balance sheet of Project #122-44476 LDP-SUP of Casa Ramon Apartments (A Limited Partnership) as at December 31, 1999, and the related statements of operations and changes in partner's equity for the year then ended. We have also audited the statements of cash flows for the year ended December 31, 1999. These financial statements are the responsibility of the project's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards and GOVERNMENT AUDITING STANDARDS, issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Project #122-44476 LDP-SUP as at December 31, 1999, and the results of its operations and the changes in partners' equity and cash flows for the year then ended in conformity with generally accepted accounting principles. Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supporting information included in the report (shown on pages 9 to 12) are presented for the purposes of additional analysis and are not a required part of the basic financial statements of Casa Ramon Apartments. Such information has been subject to the auditing procedures applied in the audit of basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole. In accordance with Government Auditing Standards, we have also issued a report dated January 17, 2000 on our consideration of Casa Ramon Apartments' internal controls and a report dated February 20, on its compliance with laws and regulations. /s/ Bordman & Winnick Certified Public Accountants West Bloomfield, MI EIN 38-2900295 January 17, 2000 -53- [Letterhead of Bordman & Winnick] Independent Auditor's Report To the Partners of Nu-Elm Apartments We have audited the accompanying balance sheet of Project #084-44035 LDP of Nu-Elm Apartments (A Limited Partnership) as of December 31, 2001, and the related statements of operations and changes in partner's equity for the year then ended. We have also audited the statement of cash flows for the year ended December 31, 2001. These financial statements are the responsibility of the project's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America and GOVERNMENT AUDITING STANDARDS, issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Project #084-44035 LDP as of December 31, 2001, and the results of its operations and the changes in partners' equity and cash flows for the year then ended in conformity with generally accepted accounting principles generally accepted in the United States of America. Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supporting information included in the report (shown on pages 9 to 11) are presented for the purposes of additional analysis and are not a required part of the basic financial statements of Nu-Elm Apartments. Such information has been subject to the auditing procedures applied in the audit of basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole. In accordance with GOVERNMENT AUDITING STANDARDS, we have also issued a report dated January 31, 2002 on our consideration of Nu-Elm Apartments (A Limited Partnership) internal controls and a report dated January 31, 2002 on its compliance with laws and regulations. /s/ Bordman & Winnick Certified Public Accountants West Bloomfield, MI January 31, 2002 -54- [Letterhead of Bordman & Winnick] Independent Auditor's Report To the Partners of Nu-Elm Apartments We have audited the accompanying balance sheet of Project #084-44035 LDP of Nu-Elm Apartments (A Limited Partnership) as of December 31, 2000, and the related statements of operations and changes in partner's equity for the year then ended. We have also audited the statement of cash flows for the year ended December 31, 2000. These financial statements are the responsibility of the project's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards and GOVERNMENT AUDITING STANDARDS, issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Project #084-44035 LDP as of December 31, 2000, and the results of its operations and the changes in partners' equity and cash flows for the year then ended in conformity with generally accepted accounting principles. Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supporting information included in the report (shown on pages 9 to 11) are presented for the purposes of additional analysis and are not a required part of the basic financial statements of Nu-Elm Apartments. Such information has been subject to the auditing procedures applied in the audit of basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole. In accordance with GOVERNMENT AUDITING STANDARDS, we have also issued a report dated January 15, 2001 on our consideration of Nu-Elm Apartments (A Limited Partnership) internal controls and a report dated January 15, 2001 on its compliance with laws and regulations. /s/ Bordman & Winnick Certified Public Accountants West Bloomfield, MI EIN 38-2900295 January 15, 2001 -55- [Letterhead of Bordman & Winnick] Independent Auditor's Report To the Partners of Nu-Elm Apartments We have audited the accompanying balance sheet of Project #084-44035 LDP of Nu-Elm Apartments (A Limited Partnership) as of December 31, 1999, and the related statements of operations and changes in partner's equity for the year then ended. We have also audited the statement of cash flows for the years ended December 31, 1999 and December 31, 1998. These financial statements are the responsibility of the project's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards and GOVERNMENT AUDITING STANDARDS, issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Project #084-44035 LDP as of December 31, 1999, and the results of its operations and the changes in partners' equity and cash flows for the year then ended in conformity with generally accepted accounting principles. Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supporting information included in the report (shown on pages 9 to 11) are presented for the purposes of additional analysis and are not a required part of the basic financial statements of Nu-Elm Apartments. Such information has been subject to the auditing procedures applied in the audit of basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole. In accordance with Government Auditing Standards, we have also issued a report dated January 27, 2000 on our consideration of Nu-Elm Apartments (A Limited Partnership) internal controls and a report dated January 27, 2000 on its compliance with laws and regulations. /s/ Bordman & Winnick Certified Public Accountants West Bloomfield, MI EIN 38-2900295 January 27, 2000 -56- [Letterhead of Lefkowitz, Garfinkel, Champi & DeRienzo P.C.] Independent Auditors' Report The Partners Solemar at South Dartmouth Limited Partnership Quincy, Massachusetts We have audited the accompanying balance sheet of Solemar at South Dartmouth Limited Partnership, MHFA Project No. 72-085-N, as of December 31, 2000, and the related statements of operations, partners' equity (deficiency) and cash flows for the year then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States and GOVERNMENT AUDITING STANDARDS, issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Solemar at South Dartmouth Limited Partnership as of December 31, 2000, and the results of its operations, changes in partners' equity (deficiency) and cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States. In accordance with GOVERNMENT AUDITING STANDARDS, we have also issued our report dated January 30, 2001 on our consideration of the Partnership's internal control over financial reporting and on its compliance with laws and regulations. That report is a integral part of an audit performed in accordance with GOVERNMENT AUDITING STANDARDS and should be read in conjunction with this report in considering the results of our audit. /s/ Lefkowitz, Garfinkel, Champi & DeRienzo P.C. Providence, Rhode Island January 30, 2001 -57- [Letterhead of Lefkowitz, Garfinkel, Champi & DeRienzo P.C.] Independent Auditors' Report The Partners Solemar at South Dartmouth Limited Partnership Quincy, Massachusetts We have audited the accompanying balance sheet of Solemar at South Dartmouth Limited Partnership, MHFA Project No. 72-085-N, as of December 31, 1999, and the related statements of operations, partners' equity (deficiency) and cash flows for the year then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards and Government Auditing Standards, issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Solemar at South Dartmouth Limited Partnership as of December 31, 1999, and the results of its operations, changes in partners' equity (deficiency) and cash flows for the year then ended, in conformity with generally accepted accounting principles. In accordance with Government Auditing Standards, we have also issued our report dated February 23, 2000 on our consideration of the Partnership's internal control over financial reporting and on its compliance with laws and regulations. That report is a integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the results of our audit. /s/ Lefkowitz, Garfinkel, Champi & DeRienzo P.C. Providence, Rhode Island February 23,2000 -58- [Letterhead of BROWDER & ASSOCIATES, P.C.] Independent Auditor's Report To the Partners of Decatur Apartments, Ltd. Decatur, Alabama We have audited the accompanying balance sheet of Decatur Apartments, Ltd. (the Project), Project No. 062-44012-LD as of June 30, 2000, and the related statements of profit and loss, changes in owners' equity, and cash flows for the six months then ended. These financial statements are the responsibility of the Project's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards and GOVERNMENT AUDITING STANDARDS issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Project as of June 30, 2000 and the results of its operations, changes in owners' equity and cash flows for the six months then ended in conformity with generally accepted accounting principles. In accordance with GOVERNMENT AUDITING STANDARDS and the Consolidated Audit Guide for Audits of HUD Programs issued by the U.S. Department of Housing and Urban Development, we have also issued a report dated July 24, 2000 on our consideration of the Project's internal controls and reports dated July 24, 2000 on its compliance with laws and regulations applicable to the basic financial statements, specific requirements applicable to the major HUD programs, specific requirements applicable to the nonmajor HUD program, and specific requirements applicable to Fair Housing and Non-Discrimination. Our audit was conducted for the purpose of forming an opinion on the financial statements taken as a whole. The supplemental information included in the report is presented for the purpose of additional analysis and is not a required part of the basic financial statements of the Project. Such information has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole. /s/ Browder & Associates, P.C. Audit Principal: E.O. Browder, Jr. Birmingham, Alabama Federal Employer Identification Number: 63-0986156 July 24 2000 -59- [Letterhead of BROWDER & ASSOCIATES, P.C.] Independent Auditor's Report To the Partners of Decatur Apartments, Ltd. Decatur, Alabama We have audited the accompanying balance sheet of Decatur Apartments, Ltd. (the Project), Project No. 062-44012-LD as of December 31, 1999, and the related statements of profit and loss, changes in owners' equity, and cash flows for the year then ended. These financial statements are the responsibility of the Project's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards and Government Auditing Standards issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Project as of December 31, 1999 and the results of its operations, changes in owners' equity and cash flows for the year then ended in conformity with generally accepted accounting principles. In accordance with Government Auditing Standards and the Consolidated Audit Guide for Audits of HUD Programs issued by the U.S. Department of Housing and Urban Development, we have also issued a report dated January 15, 2000 on our consideration of the Project's internal controls and reports dated January 15, 2000 on its compliance with laws and regulations applicable to the basic financial statements, specific requirements applicable to the major HUD programs, specific requirements applicable to the nonmajor HUD program, and specific requirements applicable to Fair Housing and Non-Discrimination. Our audit was conducted for the purpose of forming an opinion on the financial statements taken as a whole. The supplemental information included in the report is presented for the purpose of additional analysis and is not a required part of the basic financial statements of the Project. Such information has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole. /s/ Browder & Associates, P.C. Audit Principal: E.O. Browder, Jr. Birmingham, Alabama Federal Employer Identification Number: 63-0986156 January 15, 2000 -60- [Letterhead of BROWDER & ASSOCIATES, P.C.] Independent Auditor's Report To the Partners of Florence Apartments, Ltd. Florence, Alabama We have audited the accompanying balance sheet of Florence Apartments, Ltd. (the Project), Project No. 062-44083-LD, as of June 30, 2000, and the related statements of profit and loss, changes in owners' equity, and cash flows for the six months then ended. These financial statements are the responsibility of the Project's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards and GOVERNMENT AUDITING STANDARDS issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Project as of June 30, 2000 and the results of its operations, changes in owners' equity and cash flows for the six months then ended in conformity with generally accepted accounting principles. In accordance with GOVERNMENT AUDITING STANDARDS and the Consolidated Audit Guide for Audits of HUD Programs issued by the U.S. Department of Housing and Urban Development, we have also issued a report dated July 24, 2000 on our consideration of the Project's internal controls and reports dated July 24, 2000 on its compliance with laws and regulations applicable to the basic financial statements, specific requirements applicable to the major HUD programs and specific requirements applicable to Fair Housing and Non-Discrimination. Our audit was conducted for the purpose of forming an opinion on the financial statements taken as a whole. The supplemental information included in the report is presented for the purpose of additional analysis and is not a required part of the basic financial statements of the Project. Such information has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole. /s/ Browder & Associates, P.C. Audit Principal: E.O. Browder, Jr. Birmingham, Alabama Federal Employer Identification Number: 63-0986156 July 24, 2000 -61- [Letterhead of BROWDER & ASSOCIATES, P.C.] Independent Auditor's Report To the Partners of Florence Apartments, Ltd. Florence, Alabama We have audited the accompanying balance sheet of Florence Apartments, Ltd. (the Project), as of December 31, 1999, and the related statements of profit and loss, changes in owners' equity, and cash flows for the year then ended. These financial statements are the responsibility of the Project's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards and Government Auditing Standards issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Project as of December 31, 1999 and the results of its operations, changes in owners' equity and cash flows for the year then ended in conformity with generally accepted accounting principles. In accordance with Government Auditing Standards and the Consolidated Audit Guide for Audits of HUD Programs issued by the U.S. Department of Housing and Urban Development, we have also issued a report dated January 15, 2000 on our consideration of the Project's internal controls and reports dated January 15, 2000 on its compliance with laws and regulations applicable to the basic financial statements, specific requirements applicable to the major HUD programs and specific requirements applicable to Fair Housing and Non-Discrimination. Our audit was conducted for the purpose of forming an opinion on the financial statements taken as a whole. The supplemental information included in the report is presented for the purpose of additional analysis and is not a required part of the basic financial statements of the Project. Such information has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole. /s/ Browder & Associates, P.C. Audit Principal: E.O. Browder, Jr. Birmingham, Alabama Federal Employer Identification Number: 63-0986156 January 15, 2000 -62- [Letterhead of BROWDER & ASSOCIATES, P.C.] Independent Auditor's Report To the Partners of Saraland Apartments, Ltd. Mobile, Alabama We have audited the accompanying balance sheet of Saraland Apartments, Ltd. (the Project), as of December 31, 2001, and the related statements of profit and loss, changes in owners' equity, and cash flows for the year then ended. These financial statements are the responsibility of the Project's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with U.S. generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Project as of December 31, 2001 and the results of its operations, changes in owners' equity and cash flows for the year then ended in conformity with U.S. generally accepted accounting principles. The accompanying financial statements have been prepared assuming that the Project will continue as a going concern. As discussed in the Notes to the Financial Statements, the Project is located on an Environmental Protection Agency "Superfund Cleanup" site and has been determined to be uninhabitable. The Project is a party to related litigation of which the outcome is uncertain. The Project is also in default on the mortgage and future financing is uncertain. These conditions raise substantial doubt about its ability to continue as a going concern. Management's plans regarding those matters also are described in the footnotes to the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our audit was conducted for the purpose of forming an opinion on the financial statements taken as a whole. The supplemental information included in the report is presented for the purpose of additional analysis and is not a required part of the basic financial statements of the Project. Such information has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole. /s/ Browder & Associates, P.C. Audit Principal: E.O. Browder, Jr. Birmingham, Alabama Federal Employer Identification Number: 63-0986156 January 15, 2002 -63- [Letterhead of BROWDER & ASSOCIATES, P.C.] Independent Auditor's Report To the Partners of Saraland Apartments, Ltd. Mobile, Alabama We have audited the accompanying balance sheet of Saraland Apartments, Ltd. (the Project), Project No. 062-44065-LD, as of December 31, 2000, and the related statements of profit and loss, changes in owners' equity, and cash flows for the year then ended. These financial statements are the responsibility of the Project's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards and GOVERNMENT AUDITING STANDARDS issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Project as of December 31, 2000 and the results of its operations, changes in owners' equity and cash flows for the year then ended in conformity with generally accepted accounting principles. The accompanying financial statements have been prepared assuming that the Project will continue as a going concern. As discussed in the Notes to the Financial Statements, the Project is located on an Environmental Protection Agency "Superfund Cleanup" site and has been determined to be uninhabitable. The Project is a party to related litigation of which the outcome is uncertain. The Project is also in default on the mortgage and future financing is uncertain. These conditions raise substantial doubt about its ability to continue as a going concern. Management's plans regarding those matters also are described in the footnotes to the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. In accordance with GOVERNMENT AUDITING STANDARDS and the Consolidated Audit Guide for Audits of HUD Programs issued by the U.S. Department of Housing and Urban Development, we have also issued a report dated January 15, 2001 on our consideration of the Project's internal controls and reports dated January 15, 2001 on its compliance with laws and regulations applicable to the basic financial statements, specific requirements applicable to the major HUD program, and specific requirements applicable to Fair Housing and Non-Discrimination. Those reports are an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the results of our audit. -64- Our audit was conducted for the purpose of forming an opinion on the financial statements taken as a whole. The supplemental information included in the report is presented for the purpose of additional analysis and is not a required part of the basic financial statements of the Project. Such information has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole. /s/ Browder & Associates, P.C. Audit Principal: E.O. Browder, Jr. Birmingham, Alabama Federal Employer Identification Number: 63-0986156 January 15, 2001 -65- [Letterhead of BROWDER & ASSOCIATES, P.C.] Independent Auditor's Report To the Partners of Saraland Apartments, Ltd. Mobile, Alabama We have audited the accompanying balance sheet of Saraland Apartments, Ltd. (the Project), as of December 31, 1999, and the related statements of profit and loss, changes in owners' equity, and cash flows for the year then ended. These financial statements are the responsibility of the Project's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Project as of December 31, 1999 and the results of its operations, changes in owners' equity and cash flows for the year then ended in conformity with generally accepted accounting principles. The accompanying financial statements have been prepared assuming that the Project will continue as a going concern. As discussed in the Notes to the Financial Statements, the Project is located on an Environmental Protection Agency "Superfund Cleanup" site and has been determined to be uninhabitable. The Project is a party to related litigation of which the outcome is uncertain. These conditions raise substantial doubt about its ability to continue as a going concern. Management's plans regarding those matters also are described in the footnotes to the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our audit was conducted for the purpose of forming an opinion on the financial statements taken as a whole. The supplemental information included in the report is presented for the purpose of additional analysis and is not a required part of the basic financial statements of the Project. Such information has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole. /s/ Browder & Associates, P.C. Audit Principal: E.O. Browder, Jr. Birmingham, Alabama Federal Employer Identification Number: 63-0986156 January 31, 2000 -66- [Letterhead of Crabtree & Associates, L.L.P.] INDEPENDENT AUDITOR'S REPORT To The Partners University Gardens Apartments LTD. (A Limited Partnership) We have audited the accompanying balance sheet of University Gardens Apartments LTD., (a limited partnership) as of August 14, 2001 and the related statements of income, changes in partners' equity, and cash flows for the period January 1, 2001 through August 14, 2001. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with U.S. generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of University Gardens Apartments, Ltd. as of August 14, 2001, and the results of its operations and its cash flows for the year then ended in conformity with U.S. generally accepted accounting principles. Our audit was conducted for the purpose of forming an opinion on the financial statements taken as a whole. The supporting information included in this report is presented for the purpose of additional analysis and is not a required part of the basic financial statements of University Gardens Apartments, Ltd. Such information has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole. /s/ Crabtree & Associates, L.L.P. Certified Public Accountants Azle, Texas December 18, 2001 -67- [Letterhead of Crabtree, Crabtree & Hatter, L.L.P.] INDEPENDENT AUDITOR'S REPORT To The Partners University Gardens Apartments LTD. (A Limited Partnership) We have audited the accompanying balance sheet of University Gardens Apartments LTD., Project No. 112-44200 LD, (a limited partnership) as of December 31, 2000 and the related statements of income, changes in partners' equity, and cash flows for the year then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards, GOVERNMENT AUDITING STANDARDS, issued by the Comptroller General of the United States, and the CONSOLIDATED AUDIT GUIDE FOR AUDITS OF HUD PROGRAMS (the "Guide") issued by the U.S. Department of Housing and Urban Development, Officer of Inspector General in August 1997. Those standards and the Guide require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above, present fairly in all material respects, the financial position of University Gardens Apartments LTD. at December 31, 2000 and the results of its operations, changes in partners' equity and cash flows for the year then ended in conformity with generally accepted accounting principles. In accordance with GOVERNMENT AUDITING STANDARDS and the Guide, we have also issued a report dated February 7, 2001 on our consideration of University Gardens Apartments, Ltd.'s internal control structure and reports dated February 7, 2001 on its compliance with laws and regulations applicable to the basic financial statements, specific requirements applicable to the non-major HUD program and specific requirements applicable to Affirmative Fair Housing. Our audit was conducted for the purpose of forming an opinion on the financial statements taken as a whole. The supporting data included in this report is presented for the purpose of additional analysis and is not a required part of the basic financial statements of University Gardens Apartments, Ltd. Such information has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole. /s/ Crabtree, Crabtree & Hatter, L.L.P. Certified Public Accountants Azle, Texas February 7, 2001 -68- [Letterhead of Crabtree, Crabtree & Hatter, L.L.P.] INDEPENDENT AUDITOR'S REPORT To The Partners University Gardens Apartments LTD. (A Limited Partnership) We have audited the accompanying balance sheet of University Gardens Apartments LTD., Project No. 112-44200 LD, (a limited partnership) as of December 31, 1999 and the related statements of income, changes in partners' equity, and cash flows for the year then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards, Government Auditing Standards, issued by the Comptroller General of the United States, and the Consolidated Audit Guide for Audits of HUD Programs (the "Guide") issued by the U.S. Department of Housing and Urban Development, Officer of Inspector General in August 1997. Those standards and the Guide require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above, present fairly in all material respects, the financial position of University Gardens Apartments LTD. at December 31, 1999 and the results of its operations, changes in partners' equity and cash flows for the year then ended in conformity with generally accepted accounting principles. In accordance with Government Auditing Standards and the Guide, we have also issued a report dated February 11, 2000 on our consideration of University Gardens Apartments, Ltd.'s internal control structure and reports dated February 11, 2000 on its compliance with laws and regulations applicable to the basic financial statements, specific requirements applicable to the non-major HUD program and specific requirements applicable to Affirmative Fair Housing. Our audit was conducted for the purpose of forming an opinion on the financial statements taken as a whole. The supporting data included in this report is presented for the purpose of additional analysis and is not a required part of the basic financial statements of University Gardens Apartments, Ltd. Such information has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole. /s/ Crabtree, Crabtree & Hatter, L.L.P. Certified Public Accountants Azle, Texas February 11, 2000 -69- [Letterhead of Crabtree & Associates, L.L.P.] INDEPENDENT AUDITOR'S REPORT To The Partners Southside Village Apartments LTD. (A Limited Partnership) We have audited the accompanying balance sheet of Southside Village Apartments LTD., (a limited partnership) as of August 14, 2001 and the related statements of income, changes in partners' equity, and cash flows for the period January 1, 2001 through August 14, 2001. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with U.S. generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Southside Village Apartments Ltd. as of August 14, 2001, and the results of its operations and its cash flows for the year then ended in conformity with U.S. generally accepted accounting principles. Our audit was conducted for the purpose of forming an opinion on the financial statements taken as a whole. The supporting data included in this report is presented for the purpose of additional analysis and is not a required part of the basic financial statements of Southside Village Apartments, Ltd. Such information has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole. /s/ Crabtree & Associates, L.L.P. Certified Public Accountants Azle, Texas December 18, 2001 -70- [Letterhead of Crabtree, Crabtree & Hatter, L.L.P.] INDEPENDENT AUDITOR'S REPORT To The Partners Southside Village Apartments LTD. (A Limited Partnership) We have audited the accompanying balance sheet of Southside Village Apartments LTD., Project No. 113-44076 LD, (a limited partnership) as of December 31, 2000 and the related statements of income, changes in partners' equity, and cash flows for the year then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards, GOVERNMENT AUDITING STANDARDS, issued by the Comptroller General of the United States, and the CONSOLIDATED AUDIT GUIDE FOR AUDITS OF HUD PROGRAMS (the "Guide") issued by the U.S. Department of Housing and Urban Development, Officer of Inspector General in August 1997. Those standards and the Guide require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above, present fairly in all material respects, the financial position of Southside Village Apartments LTD. at December 31, 2000 and the results of its operations, changes in partners' equity and cash flows for the year then ended in conformity with generally accepted accounting principles. In accordance with GOVERNMENT AUDITING STANDARDS and the Guide, we have also issued a report dated February 11, 2001 on our consideration of Southside Village Apartments, Ltd.'s internal control structure and reports dated February 11, 2001 on its compliance with laws and regulations applicable to the basic financial statements, specific requirements applicable to the non-major HUD program and specific requirements applicable to Affirmative Fair Housing. Our audit was conducted for the purpose of forming an opinion on the financial statements taken as a whole. The supporting data included in this report is presented for the purpose of additional analysis and is not a required part of the basic financial statements of Southside Village Apartments, Ltd. Such information has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole. /s/ Crabtree, Crabtree & Hatter, L.L.P. Certified Public Accountants Azle, Texas February 11, 2001 -71- [Letterhead of Crabtree, Crabtree & Hatter, L.L.P.] INDEPENDENT AUDITOR'S REPORT To The Partners Southside Village Apartments LTD. (A Limited Partnership) We have audited the accompanying balance sheet of Southside Village Apartments LTD., Project No. 113-44076 LD, (a limited partnership) as of December 31, 1999 and the related statements of income, changes in partners' equity, and cash flows for the year then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards, Government Auditing Standards, issued by the Comptroller General of the United States, and the Consolidated Audit Guide for Audits of HUD Programs (the "Guide") issued by the U.S. Department of Housing and Urban Development, Officer of Inspector General in August 1997. Those standards and the Guide require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above, present fairly in all material respects, the financial position of Southside Village Apartments LTD. at December 31, 1999 and the results of its operations, changes in partners' equity and cash flows for the year then ended in conformity with generally accepted accounting principles. In accordance with Government Auditing Standards and the Guide, we have also issued a report dated February 5, 2000 on our consideration of Southside Village Apartments, Ltd.'s internal control structure and reports dated February 5, 2000 on its compliance with laws and regulations applicable to the basic financial statements, specific requirements applicable to the non-major HUD program and specific requirements applicable to Affirmative Fair Housing. Our audit was conducted for the purpose of forming an opinion on the financial statements taken as a whole. The supporting data included in this report is presented for the purpose of additional analysis and is not a required part of the basic financial statements of Southside Village Apartments, Ltd. Such information has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole. /s/ Crabtree, Crabtree & Hatter, L.L.P. Certified Public Accountants Azle, Texas February 5, 2000 -72- [Letterhead of BROWDER & ASSOCIATES, P.C.] Independent Auditor's Report To the Partners of Dickens Ferry Apartments, Ltd. Mobile, Alabama We have audited the accompanying balance sheet of Dickens Ferry Apartments, Ltd. (the Project), Project No. 062-44055-LD as of June 30, 2000, and the related statements of profit and loss, changes in owners' equity, and cash flows for the six months then ended. These financial statements are the responsibility of the Project's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards and GOVERNMENT AUDITING STANDARDS issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Project as of June 30, 2000 and the results of its operations, changes in owners' equity and cash flows for the six months then ended in conformity with generally accepted accounting principles. In accordance with GOVERNMENT AUDITING STANDARDS and the Consolidated Audit Guide for Audits of HUD Programs issued by the U.S. Department of Housing and Urban Development, we have also issued a report dated July 24, 2000 on our consideration of the Project's internal controls and reports dated July 24, 2000 on its compliance with laws and regulations applicable to the basic financial statements, specific requirements applicable to the major HUD program, specific requirements applicable to the nonmajor HUD program, and specific requirements applicable to Fair Housing and Non-Discrimination. Our audit was conducted for the purpose of forming an opinion on the financial statements taken as a whole. The supplemental information included in the report is presented for the purpose of additional analysis and is not a required part of the basic financial statements of the Project. Such information has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole. /s/ Browder & Associates, P.C. Audit Principal: E.O. Browder, Jr. Birmingham, Alabama Federal Employer Identification Number: 63-0986156 July 24, 2000 -73- [Letterhead of BROWDER & ASSOCIATES, P.C.] Independent Auditor's Report To the Partners of Dickens Ferry Apartments, Ltd. Mobile, Alabama We have audited the accompanying balance sheet of Dickens Ferry Apartments, Ltd. (the Project), Project No. 062-44055-LD as of December 31, 1999, and the related statements of profit and loss, changes in owners' equity, and cash flows for the year then ended. These financial statements are the responsibility of the Project's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards and Government Auditing Standards issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Project as of December 31, 1999 and the results of its operations, changes in owners' equity and cash flows for the year then ended in conformity with generally accepted accounting principles. In accordance with Government Auditing Standards and the Consolidated Audit Guide for Audits of HUD Programs issued by the U.S. Department of Housing and Urban Development, we have also issued a report dated January 17, 2000 on our consideration of the Project's internal controls and reports dated January 17, 2000 on its compliance with laws and regulations applicable to the basic financial statements, specific requirements applicable to the major HUD program, specific requirements applicable to the nonmajor HUD program, and specific requirements applicable to Fair Housing and Non-Discrimination. Our audit was conducted for the purpose of forming an opinion on the financial statements taken as a whole. The supplemental information included in the report is presented for the purpose of additional analysis and is not a required part of the basic financial statements of the Project. Such information has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole. /s/ Browder & Associates, P.C. Audit Principal: E.O. Browder, Jr. Birmingham, Alabama Federal Employer Identification Number: 63-0986156 January 17, 2000 -74- [Letterhead of BROWDER & ASSOCIATES, P.C.] Independent Auditor's Report To the Partners of Bonnie Doone Apartments, Ltd. Athens, Alabama We have audited the accompanying balance sheet of Bonnie Doone Apartments, Ltd. (the Project), Project No. 062-44045-LD, as of June 30, 2000, and the related statements of profit and loss, changes in owners' equity, and cash flows for the six months then ended. These financial statements are the responsibility of the Project's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards AND GOVERNMENT AUDITING STANDARDS issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Project as of June 30, 2000 and the results of its operations, changes in owners' equity and cash flows for the six months then ended in conformity with generally accepted accounting principles. In accordance with GOVERNMENT AUDITING STANDARDS and the Consolidated Audit Guide for Audits of HUD Programs issued by the U.S. Department of Housing and Urban Development, we have also issued a report dated July 24, 2000 on our consideration of the Project's internal controls and reports dated July 24, 2000 on its compliance with laws and regulations applicable to the basic financial statements, specific requirements applicable to the major HUD programs, specific requirements applicable to the nonmajor HUD program, and specific requirements applicable to Fair Housing and Non-Discrimination. Our audit was conducted for the purpose of forming an opinion on the financial statements taken as a whole. The supplemental information included in the report is presented for the purpose of additional analysis and is not a required part of the basic financial statements of the Project. Such information has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole. /s/ Browder & Associates, P.C. Audit Principal: E.O. Browder, Jr. Birmingham, Alabama Federal Employer Identification Number: 63-0986156 July 24, 2000 -75- [Letterhead of BROWDER & ASSOCIATES, P.C.] Independent Auditor's Report To the Partners of Bonnie Doone Apartments, Ltd. Athens, Alabama We have audited the accompanying balance sheet of Bonnie Doone Apartments, Ltd. (the Project), Project No. 062-44045-LD, as of December 31, 1999, and the related statements of profit and loss, changes in owners' equity, and cash flows for the year then ended. These financial statements are the responsibility of the Project's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards and Government Auditing Standards issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Project as of December 31, 1999 and the results of its operations, changes in partners' equity and cash flows for the year then ended in conformity with generally accepted accounting principles. In accordance with Government Auditing Standards and the Consolidated Audit Guide for Audits of HUD Programs issued by the U.S. Department of Housing and Urban Development, we have also issued a report dated January 15, 2000 on our consideration of the Project's internal controls and reports dated January 15, 2000 on its compliance with laws and regulations applicable to the basic financial statements, specific requirements applicable to the major HUD programs, specific requirements applicable to the nonmajor HUD program, and specific requirements applicable to Fair Housing and Non-Discrimination. Our audit was conducted for the purpose of forming an opinion on the financial statements taken as a whole. The supplemental information included in the report is presented for the purpose of additional analysis and is not a required part of the basic financial statements of the Project. Such information has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole. /s/ Browder & Associates, P.C. Audit Principal: E.O. Browder, Jr. Birmingham, Alabama Federal Employer Identification Number: 63-0986156 January 15, 2000 -76- [Letterhead of Blume Loveridge & Co., PLLC] INDEPENDENT AUDITOR'S REPORT ON FINANCIAL STATEMENTS Partners Conifer 208, A Limited Partnership Tacoma, Washington We have audited the statement of net assets available for liquidation of Conifer 208, A Limited Partnership, as of December 31, 2000, and the related statement of changes in net assets in liquidation for the period from December 21, 2000 to December 31, 2000. In addition, we have audited the statement of income from operations for the period from January 1, 2000 to December 21, 2000 and this statement of changes in partners' equity and cash flows for the year ended December 31, 2000. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about weather the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. As described in Note 2 to the financial statements, closing on the sale of the rental property occurred December 21, 2000, and the Partnership commenced liquidation shortly thereafter. As a result, the Partnership has changed its basis of accounting, for periods subsequent to December 21, 2000, from the going-concern basis to liquidation basis. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for liquidation of Conifer 208 as of December 31, 2000, the results of its operations for the period January 1, 2000 to December 21, 2000, the changes in its net assets in liquidation for the period from December 21, 2000 to December 31, 2000, and its cash flows for the twelve months ended December 31, 2000 in conformity with generally accepted accounting principles applied on the basis described in the preceding paragraph. /s/ Blume Loveridge & Co., PLLC Bellevue, Washington February 5, 2001 -77- [Letterhead of Blume Loveridge & Co., PLLC] INDEPENDENT AUDITOR'S REPORT ON FINANCIAL STATEMENTS Partners Conifer 208, A Limited Partnership Tacoma, Washington We have audited the accompanying balance sheets of Conifer 208, A Limited Partnership, sponsor of FHA Project No. 171-44038, as of December 31, 1999 and 1998, and the related statements of income, changes in partners' equity and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards and Government Auditing Standards, issued by the Comptroller General of the United States. Those standards require that we plan and perform an audit to obtain reasonable assurance about weather the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Conifer 208, A Limited Partnership, as of December 31, 1999 and 1998, and the results of its operations and its cash flows for the years then ended in conformity with generally accepted accounting principles. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The additional information shown on pages 9 to 13 is presented for purposes of additional analysis for the year ended December 31, 1999, and is not a required part of the basic financial statements. Such additional information has been subjected to the auditing procedures applied in the audit of the basic financial statements for that year, and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. In accordance with Government Auditing Standards, we have also issued a report, dated February 14, 2000, on our consideration of the Partnership's internal controls and reports, dated February 14, 2000, on its compliance with laws and regulations. /s/ Blume Loveridge & Co., PLLC Bellevue, Washington February 14, 2000 -78- [Letterhead of Blume Loveridge & Co., PLLC] INDEPENDENT AUDITOR'S REPORT ON FINANCIAL STATEMENTS Partners Conifer 307, A Limited Partnership Tacoma, Washington We have audited the statement of net assets available for liquidation of Conifer 307 Oreg.Ltd., (a Limited Partnership), as of May 31, 2000, and the related statement of changes in net assets in liquidation for the period from March 9, 2000 to May 31, 2000. In addition, we have audited the statement of income from operations for the period from January 1, 2000 to March 8, 2000 and the statements of changes in partners' equity and cash flows for the five months ended May 31, 2000. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about weather the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. As described in Note 2 to the financial statements., closing on the sale of the rental property occurred March 8, 2000, and the Partnership commenced liquidation shortly thereafter. As a result, the Partnership has changed its basis of accounting, for periods subsequent to March 8, 2000, from the going-concern basis to liquidation basis. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for liquidation of Conifer 307 Oreg. Ltd. as of May 31, 2000, the results of its operations for the period January 1, 2000 to March 8, 2000, the changes in its net assets in liquidation for the period from March 9, 2000 to May 31, 2000, and its cash flows for the five months ended May 31, 2000 in conformity with generally accepted accounting principles applied on the basis described in the preceding paragraph. /s/ Blume Loveridge & Co., PLLC Bellevue, Washington June 20, 2000 -79- [Letterhead of Blume Loveridge & Co., PLLC] INDEPENDENT AUDITOR'S REPORT ON FINANCIAL STATEMENTS Partners Conifer 307 Oreg. Ltd. Tacoma, Washington We have audited the accompanying balance sheets of Conifer 307 Oreg. Ltd. (a limited partnership), sponsor of FHA Project No. 126-44038, as of December 31, 1999 and 1998, and the related statements of operations, changes in partners' equity and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards and Government Auditing Standards, issued by the Comptroller General of the United States. Those standards require that we plan and perform an audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Conifer 307 Oreg. Ltd., as of December 31, 1999 and 1998, and the results of its operations, changes in partners' equity and cash flow for the years then ended in conformity with generally accepted accounting principles. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The additional information shown on pages 10 to 14 is presented for purposes of additional analysis for the year ended December 31, 1999, and is not a required part of the basic financial statements. Such additional information has been subjected to the auditing procedures applied in the audit of the basic financial statements for that year, and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. In accordance with Government Auditing Standards, we have also issued a report, dated January 24, 2000, on our consideration of the Partnership's internal controls and reports, dated January 24, 2000, on its compliance with laws and regulations. /s/ Blume Loveridge & Co., PLLC Bellevue, Washington January 24, 2000 -80- [Letterhead of Blume Loveridge & Co., PLLC] INDEPENDENT AUDITOR'S REPORT ON FINANCIAL STATEMENTS Partners Conifer 317, an Oregon Limited Partnership Tacoma, Washington We have audited the accompanying balance sheets of Conifer 317, An Oregon Limited Partnership, sponsor of FHA Project No. 126-44134, as of December 31, 2001, and the related statements of profit and loss, changes in partners' equity, and cash flows for the year then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America and GOVERNMENT AUDITING STANDARDS, issued by the Comptroller General of the United States. Those standards require that we plan and perform an audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Conifer 317, An Oregon Limited Partnership, as of December 31, 2001, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America. The Partnership is regulated by the U.S. Department of Housing and Urban Development (HUD) as to rental charges, operating methods and reporting requirements. The financial statements are presented in sufficient detail to facilitate the electronic submission of certain financial information by the Partnership to HUD's Real Estate Assessment Center. Our audit was performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying additional information shown on pages 15 through 18 is presented for purposes of additional analysis and is not a required part of the basic financial statements. Such additional information has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated, in all material respects, in relation to the basic financial statements taken as a whole. In accordance with GOVERNMENT AUDITING STANDARDS, we have also issued a report, dated February 8, 2002, on our consideration of the Partnership's internal controls and reports, dated February 8, 2002, on its compliance with laws and regulations. Those reports are an integral part of an audit performed in accordance with GOVERNMENT AUDITING STANDARDS and should be read in conjunction with this report in considering the results of our audit. /s/ Blume Loveridge & Co., PLLC Bellevue, Washington February 8, 2002 -81- [Letterhead of Blume Loveridge & Co., PLLC] INDEPENDENT AUDITOR'S REPORT ON FINANCIAL STATEMENTS Partners Conifer 317, an Oregon Limited Partnership Tacoma, Washington We have audited the accompanying balance sheets of Conifer 317, An Oregon Limited Partnership, sponsor of FHA Project No. 126-44134, as of December 31, 2000 and 1999, and the related statements of income, changes in partners' equity and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards and GOVERNMENT AUDITING STANDARDS, issued by the Comptroller General of the United States. Those standards require that we plan and perform an audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Conifer 317, An Oregon Limited Partnership, as of December 31, 2000 and 1999, and the results of its operations and its cash flows for the years then ended in conformity with generally accepted accounting principles. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The additional information shown on pages 10 to 14 is presented for purposes of additional analysis for the year ended December 31, 2000, and is not a required part of the basic financial statements. Such additional information has been subjected to the auditing procedures applied in the audit of the basic financial statements for that year, and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. In accordance with GOVERNMENT AUDITING STANDARDS, we have also issued a report, dated February 3, 2001, on our consideration of the Partnership's internal controls and reports, dated February 3, 2001, on its compliance with laws and regulations. Those reports are an integral part of an audit performed in accordance with GOVERNMENT AUDITING STANDARDS and should be read in conjunction with this report in considering the results of our related audit. /s/ Blume Loveridge & Co., PLLC Bellevue, Washington February 3, 2001 -82- [Letterhead of Deloitte & Touche LLP] INDEPENDENT AUDITORS' REPORT To the Partners Bellfort Associates, Ltd. We have audited the accompanying balance sheets of Bellfort Associates, Ltd. (the "Partnership"), a Texas limited partnership, as of January 12, 2000 and December 31, 1999, and the related statements of operations, partners' equity (deficiency), and cash flows for the period January 1, 2000 through January 12, 2000 and each of the two years in the period ended December 31, 1999 and 1998. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, such financial statements present fairly, in all material respects, the financial position of Bellfort Associates, Ltd. as of January 12, 2000 and December 31, 1999, and the results of its operations and its cash flows for the period January 1, 2000 through January 12, 2000 and each of the two years in the period ended December 31, 1999 and 1998 in conformity with accounting principles generally accepted in the United States of America As discussed in Notes 1 and 4 to the financial statements, the Partnership sold its income producing property on January 12, 2000 which raises substantial doubt about the Partnership's ability to continue as a going concern. The General Partner has indicated that the Partnership is expected to be terminated in 2000. /s/ Deloitte & Touche LLP Houston, Texas August 23, 2000 -83- [Letterhead of Deloitte & Touche LLP] INDEPENDENT AUDITORS' REPORT To the Partners Bellfort Associates, Ltd. We have audited the accompanying balance sheets of Bellfort Associates, Ltd. (the "Partnership"), a Texas limited partnership, as of December 31, 1999 and 1998, and the related statements of operations, partners' deficiency, and cash flows for each of the three years in the period ended December 31, 1999. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, such financial statements present fairly, in all material respects, the financial position of Bellfort Associates, Ltd. as of December 31, 1999 and 1998, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 1999 in conformity with generally accepted accounting principles. The accompanying financial statements have been prepared assuming that the Partnership will continue as a going concern. As discussed in Note 4 to the financial statements, the Partnership's operations have not generated and are not expected to generate sufficient cash flows to service its existing debt structure, and the Partnership's purchase note payable is due November 1, 1999. These matters raise substantial doubt about the Partnership's ability to continue as going concern. The Partnership's plans concerning these matters are also described in Note 4. The financial statements do not include any adjustments as of December 31, 1999 that might result from the outcome of this uncertainty. As described in Note 4, in January 2000, the Partnership sold its interest in the apartment project described in Note 1 in exchange for cash and forgiveness of debt. /s/ Deloitte & Touche LLP Houston, Texas March 20, 2000 -84- [Letterhead of WILLIAMS BENATOR & LIBBY, LLP] INDEPENDENT AUDITORS' REPORT Partners Cloisters Associates, Ltd. Atlanta, Georgia We have audited the balance sheets of Cloisters Associates, Ltd.("the Partnership") as of November 8, 2000 and December 31, 1999, and the related statements of operations, changes in partners' capital (deficit), and cash flows for the period ended November 8, 2000 and each of the two years in the period ended December 31, 1999. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Cloisters Associates, Ltd. at November 8, 2000 and December 31, 1999, and the results of its operations and its cash flows for the period ended November 8, 2000 and each of the two years in the period ended December 31, 1999 in conformity with generally accepted accounting principles. /s/ Williams Benator & Libby, LLP Atlanta, Georgia December 15, 2000 -85- [Letterhead of WILLIAMS BENATOR & LIBBY, LLP] INDEPENDENT AUDITORS' REPORT Partners Cabarrus Arms Associates Atlanta, Georgia We have audited the balance sheets of Cabarrus Arms Associates ("the Partnership") as of December 31, 2001 and 2000, and the related statements of operations, changes in partners' capital (deficit) and cash flows for each of the three years in the period ended December 31, 2001. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Cabarrus Arms Associates at December 31, 2001 and 2000, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2001 in conformity with accounting principles generally accepted in the United States of America. /s/ Williams Benator & Libby, LLP Atlanta, Georgia February 8, 2002 -86- [Letterhead of WILLIAMS BENATOR & LIBBY, LLP] INDEPENDENT AUDITORS' REPORT Partners Cabarrus Arms Associates Atlanta, Georgia We have audited the balance sheets of Cabarrus Arms Associates ("the Partnership") as of December 31, 2000 and 1999, and the related statements of operations, changes in partners' capital (deficit), and cash flows for each of the three years in the period ended December 31, 2000. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Cabarrus Arms Associates at December 31, 2000 and 1999, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2000 in conformity with generally accepted accounting principles. /s/ Williams Benator & Libby, LLP Atlanta, Georgia January 24, 2001 -87- [Letterhead of Mauldin & Jenkins] INDEPENDENT AUDITOR'S REPORT To the Partners Summer Arms Apartments, Ltd. Sumter, South Carolina We have audited the accompanying balance sheets of Summer Arms Apartments, Ltd. (a limited partnership) as of December 31, 2001, 2000 and 1999, and the related statements of operations, changes in partners' equity and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Summer Arms Apartments, Ltd. (a limited partnership) as of December 31, 2001, 2000 and 1999, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America. /s/ Mauldin & Jenkins, LLC Atlanta, Georgia February 1, 2002 -88- [Letterhead of Mauldin & Jenkins] INDEPENDENT AUDITOR'S REPORT To the Partners Lexington Village Company Conyers, Georgia We have audited the accompanying balance sheets of Lexington Village Company (a limited partnership) as of December 31, 2001, 2000 and 1999, and the related statements of operations, changes in partners' equity and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Lexington Village Company (a limited partnership) as of December 31, 2001, 2000 and 1999, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America. /s/ Mauldin & Jenkins, LLC Atlanta, Georgia February 1, 2002 -89- [Letterhead of Mauldin & Jenkins] INDEPENDENT AUDITOR'S REPORT To the Partners Ware Manor Associates Waycross, Georgia We have audited the accompanying balance sheets of Ware Manor Associates (a limited partnership) as of June 20, 2001 and December 31, 2000 and 1999 and the related statements of operations, changes in partners' equity and cash flows for the period of January 1, 2001 to June 20, 2001 and for the years ended December 31, 2000 and 1999. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Ware Manor Associates (a limited partnership) as of June 20, 2001 and December 31, 2000 and 1999, and the results of its operations and its cash flows for the period of January 1, 2001 to June 20, 2001 and for years ended December 31, 2000 and 1999, in conformity with accounting principles generally accepted in the United States of America. /s/ Mauldin & Jenkins, LLC Atlanta, Georgia August 23, 2001 -90- [Letterhead of WILLIAMS BENATOR & LIBBY, LLP] INDEPENDENT AUDITORS' REPORT Partners Nottingham Woods Apartments Limited Atlanta, Georgia We have audited the balance sheets of Nottingham Woods Apartments Limited ("the Partnership") as of December 31, 2001 and 2000, and the related statements of operations, changes in partners' deficit, and cash flows for each of the three years in the period ended December 31, 2001. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Nottingham Woods Apartments Limited at December 31, 2001 and 2000, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2001 in conformity with accounting principles generally accepted in the United States of America. /s/ Williams Benator & Libby, LLP Atlanta, Georgia February 8, 2002, except for Note I, which is as of February 14, 2002 -91- [Letterhead of WILLIAMS BENATOR & LIBBY, LLP] INDEPENDENT AUDITORS' REPORT Partners Nottingham Woods Apartments Limited Atlanta, Georgia We have audited the balance sheets of Nottingham Woods Apartments Limited ("the Partnership") as of December 31, 2000 and 1999, and the related statements of operations, changes in partners' deficit, and cash flows for each of the three years in the period ended December 31, 2000. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Nottingham Woods Apartments Limited at December 31, 2000 and 1999, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2000 in conformity with generally accepted accounting principles. /s/ Williams Benator & Libby, LLP Atlanta, Georgia January 25, 2001 -92- [Letterhead of WILLIAMS BENATOR & LIBBY, LLP] INDEPENDENT AUDITORS' REPORT Partners Hathaway Court Associates Atlanta, Georgia We have audited the balance sheets of Hathaway Court Associates ("the Partnership") as of December 31, 2001 and 2000, and the related statements of operations, changes in partners' deficit, and cash flows for each of the three years in the period ended December 31, 2001. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Hathaway Court Associates at December 31, 2001 and 2000, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2001 in conformity with accounting principles generally accepted in the United States of America. /s/ Williams Benator & Libby, LLP Atlanta, Georgia February 8, 2002 -93- [Letterhead of WILLIAMS BENATOR & LIBBY, LLP] INDEPENDENT AUDITORS' REPORT Partners Hathaway Court Associates Atlanta, Georgia We have audited the balance sheets of Hathaway Court Associates ("the Partnership") as of December 31, 2000 and 1999, and the related statements of operations, changes in partners' capital deficit, and cash flows for each of the three years in the period ended December 31, 2000. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Hathaway Court Associates at December 31, 2000 and 1999, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2000 in conformity with generally accepted accounting principles. /s/ Williams Benator & Libby, LLP Atlanta, Georgia January 26, 2001 -94- [Letterhead of Mauldin & Jenkins] INDEPENDENT AUDITOR'S REPORT To the Partners Tall Pines Associates LaGrange, Georgia We have audited the accompanying balance sheets of Tall Pines Associates (a limited partnership) as of June 20, 2001 and December 31, 2000 and 1999, and the related statements of operations, changes in partners' equity and cash flows for the period of January 1, 2001 to June 20, 2001 and for years ended December 31, 2000 and 1999. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Tall Pines Associates as of June 20, 2001 and December 31, 2000 and 1999, and the results of its operations and its cash flows for the period of January 1, 2001 to June 20, 2001 and for years ended December 31, 2000 and 1999, in conformity with accounting principles generally accepted in the United States of America. /s/ Mauldin & Jenkins, LLC Atlanta, Georgia August 23, 2001 -95- [Letterhead of Reznick Fedder & Silverman] INDEPENDENT AUDITORS' REPORT To the Partners Shelton Beach Apartments, Ltd. We have audited the accompanying statement of net assets in liquidation of Shelton Beach Apartments, Ltd. as of December 31, 2001, and the related statement of changes in net assets in liquidation for the year then ended. These financial statements are the responsibility of the partnership's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. As discussed in note A to the financial statements, during 2001, the partnership adopted a plan to sell the rental property and liquidate the partnership in lieu of continuing the business. As a result, the partnership's financial statements are presented on the liquidation basis of accounting. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets in liquidation of Shelton Beach Apartments, Ltd. as of December 31, 2001, and the changes in net assets in liquidation for the year then ended, in conformity with accounting principles generally accepted in the United States of America. As discussed in note A to the financial statements, the partnership has entered into a purchase and sale agreement to sell the rental property. Our audit was made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental information on pages 12 through 14 is presented for purposes of additional analysis and is not a required part of the basic financial statements. Such information has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ Reznick Fedder & Silverman Bethesda, Maryland January 11, 2002 -96- [Letterhead of Reznick Fedder & Silverman] INDEPENDENT AUDITORS' REPORT To the Partners Shelton Beach Apartments, Ltd. We have audited the accompanying balance sheets of Shelton Beach Apartments, Ltd. as of December 31, 2000 and 1999, and the related statements of revenue and expenses, partners' capital and cash flows for the years then ended. These financial statements are the responsibility of the partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Shelton Beach Apartments, Ltd. as of December 31, 2000 and 1999, and the results of its operations, the changes in partners' capital and cash flows for the years then ended, in conformity with generally accepted accounting principles. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental information on pages 12 through 14 is presented for purposes of additional analysis and is not a required part of the basic financial statements. Such information has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ Reznick Fedder & Silverman Bethesda, Maryland January 16, 2001 -97- [Letterhead of Reznick Fedder & Silverman] INDEPENDENT AUDITORS' REPORT To the Partners Northpointe II, Ltd. We have audited the accompanying statement of net assets in liquidation of Northpointe II, Ltd. as of December 31, 2001, and the related statement of changes in net assets in liquidation for the year then ended. These financial statements are the responsibility of the partnership's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. As discussed in note A to the financial statements, during 2001, the partnership adopted a plan to sell the rental property and liquidate the partnership in lieu of continuing the business. As a result, the partnership's financial statements are presented on the liquidation basis of accounting. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets in liquidation of Northpointe II, Ltd. as of December 31, 2001, and the changes in net assets in liquidation for the year then ended, in conformity with accounting principles generally accepted in the United States of America. As discussed in note A to the financial statements, the partnership has entered into a purchase and sale agreement to sell the rental property. Our audit was made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental information on pages 12 through 14 is presented for purposes of additional analysis and is not a required part of the basic financial statements. Such information has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ Reznick Fedder & Silverman Bethesda, Maryland January 11, 2002 -98- [Letterhead of Reznick Fedder & Silverman] INDEPENDENT AUDITORS' REPORT To the Partners Northpointe II, Ltd. We have audited the accompanying balance sheets of Northpointe II, Ltd. as of December 31, 2000 and 1999, and the related statements of revenue and expenses, partners' capital and cash flows for the years then ended. These financial statements are the responsibility of the partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Northpointe II, Ltd. as of December 31, 2000 and 1999, and the results of its operations, the changes in partners' capital and cash flows for the years then ended, in conformity with generally accepted accounting principles. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental information on pages 12 through 14 is presented for purposes of additional analysis and is not a required part of the basic financial statements. Such information has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ Reznick Fedder & Silverman Bethesda, Maryland January 16, 2001 -99- [Letterhead of KPMG LLP] Independent Auditors' Report The Partners Caroline Forest Apartments: We have audited the accompanying balance sheet of Caroline Forest Apartments Limited Partnership (a Virginia Limited Partnership) as of March 31, 2000, and the related statements of profit and loss, changes in partners' equity and cash flows for the three-month period then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Caroline Forest Apartments Limited Partnership (aVirginia Limited Partnership) as of March 31, 2000, and the results of its operations and its cash flows for the three-month period then ended in conformity with accounting principles generally accepted in the United States of America. In accordance with Government Auditing Standards, we have also issued a report dated July 7, 2000 on our consideration of the Partnership's internal control over financial reporting and a report dated July 7, 2000 on our tests of its compliance with certain provisions of laws and regulations. Those reports are an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the results of our audit. Our audit was made for the purpose of forming an opinion on the basic financial statement taken as a whole. The supplementary information as listed in the accompanying table of contents, is presented for purposes of additional analysis and is not a required part of the basic financial statement. Such information has been subjected to the auditing procedures applied in the audits of the basic financial statement and, in our opinion, is fairly stated in all material respects in relation to the basic financial statement taken as a whole. /s/ KPMG LLP Roanoke, Virginia July 7, 2000 -100- [Letterhead of KPMG LLP] Independent Auditors' Report The Partners Caroline Forest Apartments: We have audited the accompanying balance sheets of Caroline Forest Apartments (a Virginia Limited Partnership) as of December 31, 1999 and 1998, and the related statements of operations, changes in partners' equity and cash flows for each of the years in the three-year period ended December 31, 1999. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Caroline Forest Apartments (a Virginia Limited Partnership) as of December 31, 1999 and 1998, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 1999, in conformity with generally accepted accounting principles. /s/ KPMG LLP Roanoke, Virginia February 15, 2000 -101- [Letterhead of Frierson & Associates, PC] INDEPENDENT AUDITORS' REPORT To the Partners of Park of Pecan I, Ltd.: We have audited the accompanying balance sheet of Park of Pecan I, Ltd., (a Texas limited partnership) as of February 26, 1999, and the related statements of loss and partners' deficit and cash flows for the period then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Park of Pecan I, Ltd. as of February 26, 1999, and the results of its operations and cash flows for the year then ended in conformity with generally accepted accounting principles. The accompanying financial statements have been prepared assuming that the Partnership will continue as a going concern. As discussed in Note 1 to the financial statements, the Partnership has suffered recurring losses from operations resulting in a net capital deficiency. The Partnership's financial position and operating results raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. /s/ Frierson & Associates, P.C. May 14, 1999 Houston, Texas -102- [Letter of Frierson & Associates, PC] INDEPENDENT AUDITORS' REPORT To the Partners of Park of Pecan II, Ltd.: We have audited the accompanying balance sheet of Park of Pecan II, Ltd., (a Texas limited partnership) as of February 26, 1999, and the related statements of loss and partners' deficit and cash flows for the period then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Park of Pecan II, Ltd. as of February 26, 1999, and the results of its operations and cash flows for the year then ended in conformity with generally accepted accounting principles. The accompanying financial statements have been prepared assuming that the Partnership will continue as a going concern. As discussed in Note 1 to the financial statements, the Partnership has suffered recurring losses from operations resulting in a net capital deficiency. The Partnership's financial position and operating results raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. /s/ Frierson & Associates, PC Houston, Texas May 14, 1999 -103- [Letterhead of Nessel, Smith, Leff & Borsen, PLLC] INDEPENDENT AUDITORS' REPORT To the Partners Villa Apollo Associates Limited Partnership 28777 Northwestern Highway, Suite 100 Southfield, MI 48034 We have audited the accompanying balance sheet of Villa Apollo Associates Limited Partnership (a limited partnership) as of June 18, 1999 and the related statements of revenue and expense, partners' deficiency, and cash flows and, supplemental schedules on pages 9-11 for the period January 1, 1999 through June 18, 1999. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly in all material respects the financial position of Villa Apollo Associates Limited Partnership as of June 18, 1999 and the results of its operations and its cash flows for the period January 1, 1999 through June 18, 1999, in conformity with generally accepted accounting principles. The supporting data included in this report have been subjected to the same auditing procedures applied in the examination of the basic financial statements and, in our opinion, are presented fairly in all material respects in relation to the basic financial statements taken as a whole. /s/ Nessel, Smith, Leff & Borsen, PLLC Certified Public Accountants Farmington Hills, MI January 14, 2000 -104- [Letterhead of Nessel, Smith, Leff & Borsen, PLLC] INDEPENDENT AUDITORS' REPORT To the Partners Carlton Terrace Apartments Limited Partnership 28777 Northwestern Highway, Suite 100 Southfield, MI 48034 We have audited the accompanying balance sheet of Carlton Terrace Apartments Limited Partnership (a limited partnership) as of June 18, 1999 and the related statements of revenue and expense, partners' deficiency, and cash flows and, the supplemental schedules on pages 9-11 for the period January 1, 1999 through June 18, 1999. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly in all material respects the financial position of Carlton Terrace Apartments Limited Partnership as of June 18, 1999 and the results of its operations and its cash flows for the period January 1, 1999 through June 18, 1999, in conformity with generally accepted accounting principles. The supporting data included in this report have been subjected to the same auditing procedures applied in the examination of the basic financial statements and, in our opinion, are presented fairly in all material respects in relation to the basic financial statements taken as a whole. /s/ Nessel, Smith, Leff & Borsen, PLLC Certified Public Accountants Farmington Hills, MI January 15, 2000 -105- [Letterhead of Kirschner Hutton Perlin, P.C.] Independent Auditors' Report Partners Cranbrook Manor Apartments Limited Partnership We have audited the accompanying balance sheet of Cranbrook Manor Apartments Limited Partnership, Project No. 047-44002-LD-SUP, as of December 31, 1999, and the related statements of profit and loss, changes in partners' deficit and cash flows for the year then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards and Government Auditing Standards, issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Cranbrook Manor Apartments Limited Partnership as of December 31, 1999, and the results of its operations and its cash flows for the year then ended, in conformity with generally accepted accounting principles. Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying additional information (pages 12 to 14) is presented for purposes of additional analysis and is not a required part of the basic financial statements. Such information has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. The accompanying financial statements have been prepared assuming that the Partnership will continue as a going concern. As discussed in Note 5 to the financial statements, the Partnership's inability to generate sufficient cash flow to meet its obligations and sustain its operations raise substantial doubt about the Partnership's ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. In accordance with Government Auditing Standards and the Consolidated Audit Guide for Audits of HUD Programs issued by the U.S. Department of Housing and Urban Development, we have also issued a report dated January 28, 2000 on our consideration of the Cranbrook Manor Apartments Limited Partnership's internal control and a reports dated January 28, 2000 on its compliance with specific requirements applicable to major HUD programs and specific requirements applicable to Fair Housing and Non-Discrimination. /s/ Kirschner Hutton Perlin, P.C. E.I.N. 38-2308034 Audit Partner - Kenneth R. Perlin Southfield, MI January 28, 2000 -106- [Letterhead of Kirschner Hutton Perlin, P.C.] Independent Auditors' Report To the Partners Oakbrook Villa Apartments Limited Partnership We have audited the accompanying balance sheet of Oakbrook Villa Apartments Limited Partnership as of December 31, 1999, and the related statements of operations, partners' deficit and cash flows for the year then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards and Government Auditing Standards, issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Oakbrook Villa Apartments Limited Partnership as of December 31, 1999 and the results of its operations and its cash flows for the year then ended in conformity with generally accepted accounting principles. /s/ Kirschner Hutton Perlin, P.C. Southfield, Michigan February 16, 2000 -107- [Letterhead of Bordman & Winnick] INDEPENDENT AUDITOR'S REPORT To the Partners of Pebble Creek LDHA We have audited the accompanying balance sheet of MSHDA Development No. 277 of Pebble Creek LDHA (A Michigan Limited Partnership) as of December 31, 2001, and the related statements of Profit and loss, and changes in accumulated earnings for the year then ended. We have also audited the statements of cash flows for the years ended December 31, 2001. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards and GOVERNMENT AUDITING STANDARDS, issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements above present fairly, in all material respects, the financial position of MSHDA Development No. 277, Pebble Creek LDHA, as of December 31, 2001, and the results of its operations and the changes in cumulative income and its cash flows for the year then ended in conformity with generally accepted accounting principles. Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The additional information of Pebble Creek LDHA, MSHDA NO. 277 on pages 10 to 16 is presented for the purposes of additional analysis and is not a required part of the basic financial statements. This additional information is the responsibility of the partnership's management. Such information has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. In accordance with Government Auditing Standards, we have also issued a report dated January 21, 2002 on our consideration of the partnership's internal control structure and a report dated January 21, 21002 on its compliance with laws and regulations. /s/ Bordman & Winnick Certified Public Accountants West Bloomfield, MI January 21, 2002 -108- [Letterhead of Bordman & Winnick] INDEPENDENT AUDITOR'S REPORT To the Partners of Pebble Creek LDHA We have audited the accompanying balance sheet of MSHDA Development No. 277 of Pebble Creek LDHA (A Michigan Limited Partnership) as of December 31, 2000, and the related statements of Profit and loss, and changes in accumulated earnings for the year then ended. We have also audited the statements of cash flows for the years ended December 31, 2000. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards and GOVERNMENT AUDITING STANDARDS, issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements above present fairly, in all material respects, the financial position of MSHDA Development No. 277, Pebble Creek LDHA, as of December 31, 2000, and the results of its operations and the changes in cumulative income and its cash flows for the year then ended in conformity with generally accepted accounting principles. Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The additional information of Pebble Creek LDHA, MSHDA NO. 277 on pages 10 to 16 is presented for the purposes of additional analysis and is not a required part of the basic financial statements. This additional information is the responsibility of the partnership's management. Such information has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. In accordance with Government Auditing Standards, we have also issued a report dated January 18, 2001 on our consideration of the partnership's internal control structure and a report dated January 18, 2001 on its compliance with laws and regulations. /s/ Bordman & Winnick Certified Public Accountants West Bloomfield, MI January 18, 2001 -109- [Letterhead of Bordman & Winnick] INDEPENDENT AUDITOR'S REPORT To the Partners of Pebble Creek LDHA We have audited the accompanying balance sheet of MSHDA Development No. 277 of Pebble Creek LDHA (A Michigan Limited Partnership) as of December 31, 1999, and the related statements of Profit and loss, and changes in accumulated earnings for the year then ended. We have also audited the statements of cash flows for the years ended December 31, 1999 and 1998. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards and GOVERNMENT AUDITING STANDARDS, issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements above present fairly, in all material respects, the financial position of MSHDA Development No. 277, Pebble Creek LDHA, as of December 31, 1999, and the results of its operations and the changes in cumulative income and its cash flows for the year then ended in conformity with generally accepted accounting principles. Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The additional information of Pebble Creek LDHA, MSHDA NO. 277 on pages 8 to 16 is presented for the purposes of additional analysis and is not a required part of the basic financial statements. This additional information is the responsibility of the partnership's management. Such information has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. In accordance with Government Auditing Standards, we have also issued a report dated January 15, 2000 on our consideration of the partnership's internal control structure and a report dated January 15, 2000 on its compliance with laws and regulations. /s/ Bordman & Winnick Certified Public Accountants West Bloomfield, MI January 15, 2000 -110- [Letterhead of Nessel, Smith, Leff & Borsen, PLLC] INDEPENDENT AUDITORS' REPORT To the Partners VILLA APOLLO #2 LIMITED PARTNERSHIP 28777 Northwestern Highway, Suite 100 Southfield, MI 48034 We have audited the accompanying balance sheet of VILLA APOLLO #2 LIMITED PARTNERSHIP (a limited partnership) as of June 18, 1999 and the related statements of revenue and expense, partners' deficiency, and cash flows and, supplemental schedules on Pages 9-11 for the period January 1, 1999 through June 18, 1999. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly in all material respects the financial position of Villa Apollo #2 Limited Partnership as of June 18, 1999 and the results of its operations and its cash flows for the period January 1, 1999 through June 18, 1999, in conformity with generally accepted accounting principles. The supporting data included in this report have been subjected to the same auditing procedures applied in the examination of the basic financial statements and, in our opinion, are presented fairly in all material respects in relation to the basic financial statements taken as a whole. /s/ Nessel, Smith, Leff & Borsen, PLLC Certified Public Accountants Farmington Hills, MI January 5, 2000 -111- [Letterhead of JEFFREY PHILLIPS MOSLEY & SCOTT, P.A.] INDEPENDENT AUDITORS' REPORT To the Partners Greenwood Manor, Ltd.: We have audited the accompanying financial statements of Greenwood Manor, Ltd., (the "Partnership") as of December 31, 2001, and for the year then ended, listed in the foregoing table of contents. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America and Government Auditing Standards issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Greenwood Manor, Ltd. as of December 31, 2001, and the results of its operations, changes in partners' equity, and cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America. In accordance with Government Auditing Standards and the Consolidated Audit Guide for Audits of HUD Programs issued by the U.S. Department of Housing and Urban Development, we have also issued a report dated January 17, 2002, on our consideration of Greenwood Manor Ltd.'s internal control and reports dated January 17, 2002, on its compliance with specific requirements applicable to major HUD programs, specific requirements applicable to nonmajor HUD transactions, specific requirements applicable to Fair Housing and Non-Discrimination. Those reports are an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the results of our audit. Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplemental information on pages 10 and 11 is presented for purposes of additional analysis and is not a required part the basic financial statements of Greenwood Manor, Ltd. Such information has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ Jeffrey Phillips Mosley & Scott, P.A. Little Rock, Arkansas January 17, 2002 -112- [Letterhead of JEFFREY PHILLIPS MOSLEY & SCOTT, P.A.] INDEPENDENT AUDITORS' REPORT To the Partners Greenwood Manor, Ltd.: We have audited the accompanying balance sheet of Greenwood Manor, Ltd., (the "Partnership") as of December 31, 2000, and the related statements of income, changes in partners' equity, and cash flows for the year then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards and Government Auditing Standards issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Greenwood Manor, Ltd. as of December 31, 2000, and the results of its operations, changes in partners' equity, and cash flows for the year then ended in conformity with generally accepted accounting principles. In accordance with Government Auditing Standards and the Consolidated Audit Guide for Audits of HUD Programs issued by the U.S. Department of Housing and Urban Development, we have also issued a report dated January 18, 2001, on our consideration of Greenwood Manor Ltd.'s internal control and reports dated January 18, 2001, on its compliance with specific requirements applicable to major HUD programs and specific requirements applicable to Fair Housing and Non-Discrimination. Those reports are an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the results of our audit. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplemental information on pages 10 and 11 is presented for purposes of additional analysis and is not a required part the basic financial statements of Greenwood Manor, Ltd. Such information has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ Jeffrey Phillips Mosley & Scott, P.A. Little Rock, Arkansas January 18, 2001 -113- [Letterhead of JEFFREY PHILLIPS MOSLEY & SCOTT, P.A.] INDEPENDENT AUDITORS' REPORT To the Partners Greenwood Manor, Ltd.: We have audited the accompanying balance sheet of Greenwood Manor, Ltd., (the "Partnership") as of December 31, 1999, and the related statements of income, changes in partners' capital, and cash flows for the year then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards and Government Auditing Standards issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the General Partner, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Greenwood Manor, Ltd. as of December 31, 1999, and the results of its operations, changes in partners' capital, and cash flows for the year then ended in conformity with generally accepted accounting principles. In accordance with Government Auditing Standards and the Consolidated Audit Guide for Audits of HUD Programs issued by the U.S. Department of Housing and Urban Development, we have also issued a report dated February 4, 2000, on our consideration of Greenwood Manor Ltd.'s internal control and reports dated February 4, 2000, on its compliance with specific requirements applicable to major HUD programs and specific requirements applicable to Fair Housing and Non-Discrimination. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplemental information on pages 10 and 11 is presented for purposes of additional analysis and is not a required part the basic financial statements of Greenwood Manor, Ltd. Such information has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ Jeffrey Phillips Mosley & Scott, P.A. Little Rock, Arkansas February 4, 2000 -114- [Letterhead of JEFFREY PHILLIPS MOSLEY & SCOTT, P.A.] INDEPENDENT AUDITORS' REPORT To the Partners Malvern Manor, Ltd.: We have audited the accompanying financial statements of Malvern Manor, Ltd. (the "Partnership") as of December 31, 2001, and for the year then ended, listed in the foregoing table of contents. These financial statements are the responsibility of the General Partner. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America and Government Auditing Standards, issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the general partner, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Partnership as of December 31, 2001, and the results of its operations, changes in partners' equity and cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America. In accordance with Government Auditing Standards and the Consolidated Audit Guide for Audits of HUD Programs issued by the U.S. Department of Housing and Urban Development, we have also issued a report dated January 25, 2002, on our consideration of Malvern Manor, Ltd.'s internal control and reports dated January 25, 2002, on its compliance with specific requirements applicable to major HUD programs, specific requirements applicable to nonmajor HUD transactions and specific requirements applicable to Fair Housing and Non-Discrimination. Those reports are an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the results of our audit. Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplementary information shown on pages 10 and 11 is presented for the purpose of additional analysis and is not a required part of the basic financial statements of the Partnership. Such information has been subjected to the auditing procedures applied in our audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ Jeffrey Phillips Mosley & Scott, P.A. Little Rock, Arkansas January 25, 2002 -115- [Letterhead of JEFFREY PHILLIPS MOSLEY & SCOTT, P.A.] INDEPENDENT AUDITORS' REPORT To the Partners Malvern Manor, Ltd.: We have audited the accompanying financial statements of Malvern Manor, Ltd. (the "Partnership") as of December 31, 2000, and for the year then ended, listed in the foregoing table of contents. These financial statements are the responsibility of the General Partner. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards and Government Auditing Standards, issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the General Partner, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Partnership as of December 31, 2000, and the results of its operations, changes in partners' equity and cash flows for the year then ended in conformity with generally accepted accounting principles. In accordance with Government Auditing Standards and the Consolidated Audit Guide for Audits of HUD Programs issued by the U.S. Department of Housing and Urban Development, we have also issued a report dated January 24, 2001, on our consideration of Malvern Manor, Ltd.'s internal control and reports dated January 24, 2001, on its compliance with specific requirements applicable to major HUD programs, specific requirements applicable to nonmajor HUD transactions and specific requirements applicable to fair housing and non-discrimination. Those reports are an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the results of our audit. Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplementary information shown on pages 10 and 11 is presented for the purpose of additional analysis and is not a required part of the basic financial statements of the Partnership. Such information has been subjected to the auditing procedures applied in our audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ Jeffrey Phillips Mosley & Scott, P.A. Little Rock, Arkansas January 24, 2001 -116- [Letterhead of JEFFREY PHILLIPS MOSLEY & SCOTT, P.A.] INDEPENDENT AUDITORS' REPORT To the Partners Malvern Manor, Ltd.: We have audited the accompanying financial statements of Malvern Manor, Ltd. (the "Partnership") as of December 31, 1999, and for the year then ended, listed in the foregoing table of contents. These financial statements are the responsibility of the General Partner. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards and Government Auditing Standards, issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the General Partner, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Partnership as of December 31, 1999, and the results of its operations, changes in partners' equity and cash flows for the year then ended in conformity with generally accepted accounting principles. In accordance with Government Auditing Standards and the Consolidated Audit Guide for Audits of HUD Programs issued by the U.S. Department of Housing and Urban Development, we have also issued a report dated February 23, 2000, on our consideration of Malvern Manor, Ltd.'s internal control and reports dated February 23, 2000, on its compliance with specific requirements applicable to major HUD programs, specific requirements applicable to nonmajor HUD transactions and specific requirements applicable to fair housing and non-discrimination. Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplementary information shown on pages 11 and 12 is presented for the purpose of additional analysis and is not a required part of the basic financial statements of the Partnership. Such information has been subjected to the auditing procedures applied in our audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ Jeffrey Phillips Mosley & Scott, P.A. Little Rock, Arkansas February 23, 2000 -117- [Letterhead of JEFFREY PHILLIPS MOSLEY & SCOTT, P.A.] INDEPENDENT AUDITORS' REPORT To the Partners Hereford Manor, Ltd.: We have audited the accompanying financial statements of Hereford Manor, Ltd. (the "Partnership") as of December 31, 2001, and for the year then ended, listed in the foregoing table of contents. These financial statements are the responsibility of the general partner. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America and Government Auditing Standards, issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the general partner, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Partnership at December 31, 2001, and the results of its operations, changes in partners' equity and cash flows for the year then ended in conformity with accepted accounting principles generally accepted in the United States of America. In accordance with Government Auditing Standards and Consolidated Audit Guide for Audits of HUD Programs issued by the U.S. Department of Housing and Urban Development, we have also issued a reported dated January 21, 2002, on our consideration of Hereford Manor, Ltd.'s internal control and reports dated January 21, 2002, on its compliance with specific requirements applicable to major HUD programs, specific requirements applicable to nonmajor HUD transactions and specific requirements applicable to Fair Housing and Non-Discrimination. Those reports are an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the results of our audit. Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplementary information shown on pages 9 and 10 is presented for the purpose of additional analysis and is not a required part of the basic financial statements of the Partnership. Such information has been subjected to the auditing procedures applied in our audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ Jeffrey Phillips Mosley & Scott, P.A. Little Rock, Arkansas January 21, 2002 -118- [Letterhead of JEFFREY PHILLIPS MOSLEY & SCOTT, P.A.] INDEPENDENT AUDITORS' REPORT To the Partners Hereford Manor, Ltd.: We have audited the accompanying financial statements of Hereford Manor, Ltd. (the "Partnership") as of December 31, 2000, and for the year then ended, listed in the foregoing table of contents. These financial statements are the responsibility of the General Partner. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards and Government Auditing Standards, issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the General Partner, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Partnership at December 31, 2000, and the results of its operations, changes in partners' equity and cash flows for the year then ended in conformity with generally accepted accounting principles. In accordance with Government Auditing Standards and Consolidated Audit Guide for Audits of HUD Programs issued by the U.S. Department of Housing and Urban Development, we have also issued a reported dated February 2, 2001, on our consideration of Hereford's internal control and reports dated February 2, 2001, on its compliance with specific requirements applicable to major HUD programs, specific requirements applicable to nonmajor HUD transactions and specific requirements applicable to fair housing and nondiscrimination. Those reports are an integral part of an audit performed in accordance with government Auditing Standards and should be read in conjunction with this report in considering the results of our audit. Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplementary information shown on pages 10 and 11 is presented for the purpose of additional analysis and is not a required part of the basic financial statements of the Partnership. Such information has been subjected to the auditing procedures applied in our audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ Jeffrey Phillips Mosley & Scott, P.A. Little Rock, Arkansas February 12, 2001 -119- [Letterhead of JEFFREY PHILLIPS MOSLEY & SCOTT, P.A.] INDEPENDENT AUDITORS' REPORT To the Partners Hereford Manor, Ltd.: We have audited the accompanying financial statements of Hereford Manor, Ltd. (the "Partnership") as of December 31, 1999, and for the year then ended, listed in the foregoing table of contents. These financial statements are the responsibility of the General Partner. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards and Government Auditing Standards, issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the General Partner, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Partnership at December 31, 1999, and the results of its operations, changes in partners' equity and cash flows for the year then ended in conformity with generally accepted accounting principles. In accordance with Government Auditing Standards and Consolidated Audit Guide for Audits of HUD Programs issued by the U.S. Department of Housing and Urban Development, we have also issued a reported dated February 14, 2000, on our consideration of Hereford's internal control and reports dated February 14, 2000, on its compliance with specific requirements applicable to major HUD programs, specific requirements applicable to nonmajor HUD transactions and specific requirements applicable to fair housing and nondiscrimination. Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplementary information shown on pages 10 and 11 is presented for the purpose of additional analysis and is not a required part of the basic financial statements of the Partnership. Such information has been subjected to the auditing procedures applied in our audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ Jeffrey Phillips Mosley & Scott, P.A. Little Rock, Arkansas February 14, 2000 -120- [Letterhead of JEFFREY PHILLIPS MOSLEY & SCOTT, P.A.] INDEPENDENT AUDITORS' REPORT To the Partners Henslee Heights, Ltd.: We have audited the accompanying financial statements of Henslee Heights, Ltd. (the "Partnership") as of December 31, 2001, and for the year then ended, listed in the foregoing table of contents. These financial statements are the responsibility of the general partner. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America and Government Auditing Standards, issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the general partner, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Partnership as of December 31, 2001, and the results of its operations, changes in partners' equity, and cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America. In accordance with Government Auditing Standards and the Consolidated Audit Guide of HUD Programs issued by the U.S. Department of Housing and Urban Development, we have also issued a report dated January 17, 2002, on our consideration of Henslee Heights, Ltd.'s internal control structure and reports dated January 17, 2002, on its compliance with specific requirements applicable to major HUD programs, specific requirements applicable to nonmajor HUD transactions, and specific requirements applicable to Fair Housing and Non-Discrimination. Those reports are integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the results of our audit. Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplementary information shown on pages 9 and 10 is presented for the purpose of additional analysis. Such information has been subjected to the auditing procedures applied in our audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ Jeffrey Phillips Mosley & Scott, P.A. Little Rock, Arkansas January 17, 2002 -121- [Letterhead of JEFFREY PHILLIPS MOSLEY & SCOTT, P.A.] INDEPENDENT AUDITORS' REPORT To the Partners Henslee Heights, Ltd.: We have audited the accompanying financial statements of Henslee Heights, Ltd. (the "Partnership") as of December 31, 2000, and for the year then ended, listed in the foregoing table of contents. These financial statements are the responsibility of the General Partner. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards and Government Auditing Standards, issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the General Partner, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Partnership as of December 31, 2000, and the results of its operations, changes in partners' equity, and cash flows for the year then ended in conformity with generally accepted accounting principles. In accordance with Government Auditing Standards and the Consolidated Audit Guide of HUD Programs issued by the U.S. Department of Housing and Urban Development, we have also issued a report dated January 24, 2001, on our consideration of Henslee Heights, Ltd.'s internal control structure and reports dated January 24, 2001, on its compliance with specific requirements applicable to major HUD programs, specific requirements applicable to nonmajor HUD transactions, and specific requirements applicable to fair housing and nondiscrimination. Those reports are integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the results of our audit. Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplementary information shown on pages 9 and 10 is presented for the purpose of additional analysis. Such information has been subjected to the auditing procedures applied in our audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ Jeffrey Phillips Mosley & Scott, P.A. Little Rock, Arkansas January 24, 2001 -122- [Letterhead of JEFFREY PHILLIPS MOSLEY & SCOTT, P.A.] INDEPENDENT AUDITORS' REPORT To the Partners Henslee Heights, Ltd.: We have audited the accompanying financial statements of Henslee Heights, Ltd. (the "Partnership") as of December 31, 1999, and for the year then ended, listed in the foregoing table of contents. These financial statements are the responsibility of the General Partner. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards and Government Auditing Standards, issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the General Partner, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Partnership as of December 31, 1999, and the results of its operations, changes in partners' equity, and cash flows for the year then ended in conformity with generally accepted accounting principles. In accordance with Government Auditing Standards and the Consolidated Audit Guide of HUD Programs issued by the U.S. Department of Housing and Urban Development, we have also issued a report dated February 11, 2000, on our consideration of Henslee Heights, Ltd.'s internal control structure and reports dated February 11, 2000, on its compliance with specific requirements applicable to major HUD programs, specific requirements applicable to nonmajor HUD transactions, and specific requirements applicable to fair housing and nondiscrimination. Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplementary information shown on pages 11 - 13 is presented for the purpose of additional analysis. Such information has been subjected to the auditing procedures applied in our audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ Jeffrey Phillips Mosley & Scott, P.A. Little Rock, Arkansas February 11, 2000 -123- [Letterhead of JEFFREY PHILLIPS MOSLEY & SCOTT, P.A.] INDEPENDENT AUDITORS' REPORT To the Partners Oakwood Manor, Ltd.: We have audited the accompanying special-purpose balance sheet of Oakwood Manor, Ltd. (the "Partnership") as of June 27, 2001, and the related special-purpose statements of income, partners' equity, and cash flows for the period then ended. These financial statements are the responsibility of the general partner. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the general partner, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. The accompanying special-purpose financial statements have been prepared, as described in Note 1 to the financial statements, for the purpose of consolidation with those of Cambridge Advantaged Properties Limited Partnership ("Cambridge"), and on the basis of accounting practices specified by the management of Cambridge. These financial statements are not intended to be a presentation in conformity with accounting principles generally accepted in the United States of America. In our opinion, such special-purpose financial statements present fairly, in all material respects, the financial position of the Partnership as of June 27, 2001, and the results of its operations and its cash flows for the period then ended in conformity with the basis of accounting described in Note 1. The accompanying financial statements have been prepared assuming that the Partnership will continue as a going concern. As discussed in Notes 1 and 7 to the financial statements, the Partnership sold its sole revenue producing asset during the period, which raises substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. This report is intended solely for the information and use of the partners of Oakwood Manor, Ltd., management and Cambridge and should not be used for any other purpose. /s/ Jeffrey Phillips Mosley & Scott, P.A. Little Rock, Arkansas November 28, 2001 -124- [Letterhead of JEFFREY PHILLIPS MOSLEY & SCOTT, P.A.] INDEPENDENT AUDITORS' REPORT To the Partners Oakwood Manor, Ltd.: We have audited the accompanying financial statements of Oakwood Manor, Ltd. (the "Partnership") as of December 31, 2000, and for the year then ended, listed in the foregoing table of contents. These financial statements are the responsibility of the General Partner. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards and Government Auditing Standards, issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the General Partner, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Partnership as of December 31, 2000, and the results of its operations, changes in partners' equity, and cash flows for the year then ended in conformity with generally accepted accounting principles. In accordance with Government Auditing Standards and the Consolidated Audit Guide for Audits of HUD Programs issued by the U.S. Department of Housing and Urban Development, we have also issued a reported dated January 30, 2001, on our consideration of Oakwood Manor, Ltd.'s internal control and a report dated January 30, 2001, on its compliance with specific requirements applicable to major HUD programs, specific requirements applicable to non-major HUD transactions and specific requirements applicable to fair housing and non-discrimination. Those reports are an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the results of our audit. Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplementary information shown on pages 9 and 10 is presented for the purpose of additional analysis and is not a required part of the basic financial statements of the Partnership. Such information has been subjected to the auditing procedures applied in our audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ Jeffrey Phillips Mosley & Scott, P.A. Little Rock, Arkansas January 30, 2001 -125- [Letterhead of JEFFREY PHILLIPS MOSLEY & SCOTT, P.A.] INDEPENDENT AUDITORS' REPORT To the Partners Oakwood Manor, Ltd.: We have audited the accompanying financial statements of Oakwood Manor, Ltd. (the "Partnership") as of December 31, 1999, and for the year then ended, listed in the foregoing table of contents. These financial statements are the responsibility of the General Partner. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards and Government Auditing Standards, issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the General Partner, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Partnership as of December 31, 1999, and the results of its operations, changes in partners' equity, and cash flows for the year then ended in conformity with generally accepted accounting principles. In accordance with Government Auditing Standards and the Consolidated Audit Guide for Audits of HUD Programs issued by the U.S. Department of Housing and Urban Development, we have also issued a reported dated February 8, 2000, on our consideration of Oakwood Manor, Ltd.'s internal control and a report dated February 8, 2000, on its compliance with specific requirements applicable to major HUD programs, specific requirements applicable to non-major HUD transactions and specific requirements applicable to fair housing and non-discrimination. Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplementary information shown on pages 11 and 12 is presented for the purpose of additional analysis and is not a required part of the basic financial statements of the Partnership. Such information has been subjected to the auditing procedures applied in our audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ Jeffrey Phillips Mosley & Scott, P.A. Little Rock, Arkansas February 8, 2000 -126- [Letterhead of JEFFREY PHILLIPS MOSLEY & SCOTT, P.A.] INDEPENDENT AUDITORS' REPORT To the Partners West Scenic Apartments, Ltd.: We have audited the accompanying special-purpose balance sheet of West Scenic Apartments, Ltd. (the "Partnership") as of January 5, 2001, and the related special-purpose statements of income, partners' equity, and cash flows for the five day period then ended. These financial statements are the responsibility of the General Partner. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the General Partner, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. The accompanying special-purpose financial statements have been prepared, as described in Note 1 to the financial statements, for the purpose of consolidation with those of Cambridge Advantaged Properties Limited Partnership ("Cambridge"), and on the basis of accounting practices specified by the management of Cambridge. These financial statements are not intended to be a presentation in conformity with generally accepted accounting principles. In our opinion, such special-purpose financial statements present fairly, in all material respects, the financial position of the Partnership as of January 5, 2001, and the results of its operations and its cash flows for the five day period then ended in conformity with the basis of accounting described in Note 1. This report is intended solely for the information and use of the partners of West Scenic Apartments, Ltd., management and Cambridge and should not be used for any other purpose. /s/ Jeffrey Phillips Mosley & Scott, P.A. Little Rock, Arkansas February 16, 2001 -127- [Letterhead of JEFFREY PHILLIPS MOSLEY & SCOTT, P.A.] INDEPENDENT AUDITORS' REPORT To the Partners West Scenic Apartments, Ltd.: We have audited the accompanying financial statements of West Scenic Apartments, Ltd. (the "Partnership") as of December 31, 2000, and for the year then ended, listed in the foregoing table of contents. These financial statements are the responsibility of the General Partner. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards and Government Auditing Standards, issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the General Partner, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Partnership as of December 31, 2000, and the results of its operations, changes in partners' equity, and cash flows for the year then ended in conformity with generally accepted accounting principles. In accordance with Government Auditing Standards and the Consolidated Audit Guide for Audits of HUD Programs, we have also issued a report dated January 31, 2001, on our consideration of West Scenic Apartments, Ltd.'s internal control and reports dated January 31, 2001, on its compliance with specific requirements applicable to major HUD programs, specific requirements applicable to nonmajor HUD transactions and specific requirements applicable to fair housing and non-discrimination. Those reports are an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the results of our audit. Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplementary information shown on pages 10 and 11 is presented for the purpose of additional analysis and is not a required part of the basic financial statements of the Partnership. Such information has been subjected to the auditing procedures applied in our audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ Jeffrey Phillips Mosley & Scott, P.A. Little Rock, Arkansas January 31, 2001 -128- [Letterhead of JEFFREY PHILLIPS MOSLEY & SCOTT, P.A.] INDEPENDENT AUDITORS' REPORT To the Partners West Scenic Apartments, Ltd.: We have audited the accompanying financial statements of West Scenic Apartments, Ltd. (the "Partnership") as of December 31, 1999, and for the year then ended, listed in the foregoing table of contents. These financial statements are the responsibility of the General Partner. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards and Government Auditing Standards, issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the General Partner, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Partnership as of December 31, 1999, and the results of its operations, changes in partners' equity, and cash flows for the year then ended in conformity with generally accepted accounting principles. In accordance with Government Auditing Standards and the Consolidated Audit Guide for Audits of HUD Programs, we have also issued a report dated February 9, 2000, on our consideration of West Scenic Apartments, Ltd.'s internal control and reports dated February 9, 2000, on its compliance with specific requirements applicable to major HUD programs, specific requirements applicable to nonmajor HUD transactions and specific requirements applicable to fair housing and non-discrimination. Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplementary information shown on pages 11 and 12 is presented for the purpose of additional analysis and is not a required part of the basic financial statements of the Partnership. Such information has been subjected to the auditing procedures applied in our audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ Jeffrey Phillips Mosley & Scott, P.A. Little Rock, Arkansas February 9, 2000 -129- [Letterhead of JEFFREY PHILLIPS MOSLEY & SCOTT, P.A.] INDEPENDENT AUDITORS' REPORT To the Partners Robindale East Apartments, Ltd.: We have audited the accompanying financial statements of Robindale East Apartments, Ltd. (the "Partnership") as of December 31, 2001, and for the year then ended, listed in the foregoing table of contents. These financial statements are the responsibility of the general partner. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America and Government Auditing Standards, issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the general partner, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Partnership as of December 31, 2001, and the results of its operations, changes in partners' equity, and cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America. In accordance with Government Auditing Standards and the Consolidated Audit Guide for Audits of HUD Programs issued by the U.S. Department of Housing and Urban Development, we have also issued a report dated January 16, 2002, on our consideration of Robindale East Apartments, Ltd.'s internal control and a report dated January 16, 2002, on its compliance with specific requirements applicable to major HUD programs, specific requirements applicable to nonmajor HUD transactions, and specific requirements applicable to Fair Housing and Non-Discrimination. Those reports are an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the results of our audit. Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplementary information shown on pages 11 and 12 is presented for the purpose of additional analysis and is not a required part of the basic financial statements of the Partnership. Such information has been subjected to the auditing procedures applied in our audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ Jeffrey Phillips Mosley & Scott, P.A. Little Rock, Arkansas January 16, 2002 -130- [Letterhead of JEFFREY PHILLIPS MOSLEY & SCOTT, P.A.] INDEPENDENT AUDITORS' REPORT To the Partners Robindale East Apartments, Ltd.: We have audited the accompanying financial statements of Robindale East Apartments, Ltd. (the "Partnership") as of December 31, 2000, and for the year then ended, listed in the foregoing table of contents. These financial statements are the responsibility of the General Partner. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards and Government Auditing Standards, issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the General Partner, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Partnership as of December 31, 2000, and the results of its operations, changes in partners' equity, and cash flows for the year then ended in conformity with generally accepted accounting principles. In accordance with Government Auditing Standards and the Consolidated Audit Guide for Audits of HUD Programs issued by the U.S. Department of Housing and Urban Development, we have also issued a report dated January 29, 20001, on our consideration of Robindale East Apartments, Ltd.'s internal control and a report dated January 29, 2001, on its compliance with specific requirements applicable to major HUD programs, specific requirements applicable to nonmajor HUD transactions, and specific requirements applicable to fair housing and non-discrimination. Those reports are an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the results of our audit. Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplementary information shown on pages 10 and 11 is presented for the purpose of additional analysis and is not a required part of the basic financial statements of the Partnership. Such information has been subjected to the auditing procedures applied in our audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ Jeffrey Phillips Mosley & Scott, P.A. Little Rock, Arkansas January 29, 2001 -131- [Letterhead of JEFFREY PHILLIPS MOSLEY & SCOTT, P.A.] INDEPENDENT AUDITORS' REPORT To the Partners Robindale East Apartments, Ltd.: We have audited the accompanying financial statements of Robindale East Apartments, Ltd. (the "Partnership") as of December 31, 1999, and for the year then ended, listed in the foregoing table of contents. These financial statements are the responsibility of the General Partner. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards and Government Auditing Standards, issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the General Partner, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Partnership as of December 31, 1999, and the results of its operations, changes in partners' equity, and cash flows for the year then ended in conformity with generally accepted accounting principles. In accordance with Government Auditing Standards and the Consolidated Audit Guide for Audits of HUD Programs issued by the U.S. Department of Housing and Urban Development, we have also issued a report dated February 10, 2000, on our consideration of Robindale East Apartments, Ltd.'s internal control and a report dated February 10, 2000, on its compliance with specific requirements applicable to major HUD programs, specific requirements applicable to nonmajor HUD transactions, and specific requirements applicable to fair housing and non-discrimination. Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplementary information shown on pages 11 and 12 is presented for the purpose of additional analysis and is not a required part of the basic financial statements of the Partnership. Such information has been subjected to the auditing procedures applied in our audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ Jeffrey Phillips Mosley & Scott, P.A. Little Rock, Arkansas February 10, 2000 -132- [Letterhead of JEFFREY PHILLIPS MOSLEY & SCOTT, P.A.] INDEPENDENT AUDITORS' REPORT To the Partners Southwest Apartments, Ltd.: We have audited the accompanying financial statements of Southwest Apartments, Ltd. (the "Partnership") as of December 31, 2001, and for the year then ended, listed in the foregoing table of contents. These financial statements are the responsibility of the general partner. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America and Government Auditing Standards, issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the general partner, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Partnership as of December 31, 2001, and the results of its operations, changes in partners' equity, and cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America. In accordance with Government Auditing Standards and the Consolidated Audit Guide for Audits of HUD Programs issued by the U.S. Department of Housing and Urban Development, we have also issued a report dated January 21, 2002, on our consideration of Southwest Apartments, Ltd.'s internal control and reports dated January 21, 2002, on its compliance with specific requirements applicable to major HUD programs, specific requirements applicable to nonmajor HUD transactions and specific requirements applicable to Fair Housing and Non-Discrimination. Those reports are an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the results of our audit. Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplementary information shown on pages 9 and 10 is presented for the purpose of additional analysis and is not a required part of the basic financial statements of the Partnership. Such information has been subjected to the auditing procedures applied in our audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ Jeffrey Phillips Mosley & Scott, P.A. Little Rock, Arkansas January 21, 2002 -133- [Letterhead of JEFFREY PHILLIPS MOSLEY & SCOTT, P.A.] INDEPENDENT AUDITORS' REPORT To the Partners Southwest Apartments, Ltd.: We have audited the accompanying financial statements of Southwest Apartments, Ltd. (the "Partnership") as of December 31, 2000, and for the year then ended, listed in the foregoing table of contents. These financial statements are the responsibility of the General Partner. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards and Government Auditing Standards, issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the General Partner, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Partnership as of December 31, 2000, and the results of its operations, changes in partners' equity, and cash flows for the year then ended in conformity with generally accepted accounting principles. In accordance with Government Auditing Standards and the Consolidated Audit Guide for Audits of HUD Programs issued by the U.S. Department of Housing and Urban Development, we have also issued a report dated January 25, 2001, on our consideration of Southwest Apartments, Ltd.'s internal control and reports dated January 25, 2001, on its compliance with specific requirements applicable to major HUD programs, specific requirements applicable to nonmajor HUD transactions and specific requirements applicable to fair housing and non-discrimination. Those reports are an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the results of our audit. Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplementary information shown on pages 10 and 11 is presented for the purpose of additional analysis and is not a required part of the basic financial statements of the Partnership. Such information has been subjected to the auditing procedures applied in our audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ Jeffrey Phillips Mosley & Scott, P.A. Little Rock, Arkansas January 25, 2001 -134- [Letterhead of JEFFREY PHILLIPS MOSLEY & SCOTT, P.A.] INDEPENDENT AUDITORS' REPORT To the Partners Southwest Apartments, Ltd.: We have audited the accompanying financial statements of Southwest Apartments, Ltd. (the "Partnership") as of December 31, 1999, and for the year then ended, listed in the foregoing table of contents. These financial statements are the responsibility of the General Partner. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards and Government Auditing Standards, issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the General Partner, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Partnership as of December 31, 1999, and the results of its operations, changes in partners' equity, and cash flows for the year then ended in conformity with generally accepted accounting principles. In accordance with Government Auditing Standards and the Consolidated Audit Guide for Audits of HUD Programs issued by the U.S. Department of Housing and Urban Development, we have also issued a report dated February 24, 2000, on our consideration of Southwest Apartments, Ltd.'s internal control and reports dated February 24 2000, on its compliance with specific requirements applicable to major HUD programs, specific requirements applicable to nonmajor HUD transactions and specific requirements applicable to fair housing and non-discrimination. Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplementary information shown on pages 11 and 12 is presented for the purpose of additional analysis and is not a required part of the basic financial statements of the Partnership. Such information has been subjected to the auditing procedures applied in our audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ Jeffrey Phillips Mosley & Scott, P.A. Little Rock, Arkansas February 24, 2000 -135- [Letterhead of JEFFREY PHILLIPS MOSLEY & SCOTT, P.A.] INDEPENDENT AUDITORS' REPORT To the Partners Valley Arms, Ltd.: We are engaged to audit the accompanying balance sheet of Valley Arms, Ltd. (the "Partnership") as of December 31, 2000, and the related statements of profit and loss, partners' deficit, and cash flows for the year then ended. These financial statements are the responsibility of the General Partner. Management has refused to provide written representations as to its responsibility for the fair presentation of the financial statements and other matters which could materially affect the amounts and classification of items included in the financial statements. Such representations are required under generally accepted auditing standards. Since the management of the Partnership has refused to provide written representations as noted in the preceding paragraph, the scope of our work was not sufficient to enable us to express, and we do not express, and opinion on the financial statements referred to above. The accompanying financial statements have been prepared assuming that the Partnership will continue as a going concern. As discussed in Note 1 to the financial statements, the Partnership filed a petition for bankruptcy under Chapter 11 during the year ended December 31, 1998, and sold its sole revenue producing asset on April 13, 1999, which raises substantial doubt about its ability to continue as a going concern. Management's plans regarding those matters are described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. /s/ Jeffrey Phillips Mosley & Scott, P.A. Little Rock, Arkansas February 1, 2001 -136- [Letterhead of JEFFREY PHILLIPS MOSLEY & SCOTT, P.A.] INDEPENDENT AUDITORS' REPORT To the Partners Valley Arms, Ltd.: We are engaged to audit the accompanying balance sheet of Valley Arms, Ltd. (the "Partnership") as of December 31, 1999, and the related statements of profit and loss, partners' equity (deficit), and cash flows for the year then ended. These financial statements are the responsibility of the General Partner. Management has refused to provide written representations as to its responsibility for the fair presentation of the financial statements and other matters which could materially affect the amounts and classification of items included in the financial statements. Such representations are required under generally accepted auditing standards. Since the management of the Company has refused to provide written representations as noted in the preceding paragraph, the scope of our work was not sufficient to enable us to express, and we do not express, and opinion on the financial statements referred to above. The accompanying financial statements have been prepared assuming that the Partnership will continue as a going concern. As discussed in Note 1 to the financial statements, the Partnership filed a petition for bankruptcy under Chapter 11 during the year ended December 31, 1998, and sold its sole revenue producing asset on April 13, 1999, which raises substantial doubt about its ability to continue as a going concern. Management's plans regarding those matters are described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. This report is intended solely for the information and use of the partners of Valley Arms, Ltd., management and Cambridge and should not be used for any other purpose. /s/ Jeffrey Phillips Mosley & Scott, P.A. Little Rock, Arkansas March 13, 2000 -137- [Letterhead of Bick Fredman & Co.] Independent Auditor's Report The General and Limited Partners Lancaster Manor Associates, Ltd. Cleveland, Ohio We have audited the statements of net assets in liquidation of Lancaster Manor Associates, Ltd. (a California Limited Partnership), as of August 31, 1999, and the related statement of changes in net assets in liquidation for the period from March 17, 1999 to August 31, 1999. In addition, we have audited the statement of operations for the period January 1, 1999 to March 16, 1999 and the statement of partners' (deficit) equity and cash flow for the eight months ended August 31, 1999. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. As described in Note 3 to the financial statements, the partners of Lancaster Manor Associates, Ltd. approved a plan of liquidation on March 16, 1999, and the Company commenced liquidation shortly thereafter. As a result, the Company has changed its basis of accounting for periods subsequent to March 16, 1999 from the going-concern basis to a liquidation basis. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets in liquidation of Lancaster Manor Associates, Ltd. as of August 31, 1999, the changes in net assets in liquidation for the period from March 17, 1999 to August 31, 1999, and the results of its operations for the period from January 1, 1999 to March 16, 1999, and its cash flows for the eight months then ended in conformity with generally accepted accounting principles applied on the bases described in the preceding paragraph.. /s/ Bick Fredman & Co. Cleveland, Ohio September 2, 1999 -138- CAMBRIDGE ADVANTAGED PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS ASSETS

~~CAMBRIDGE~~MARCH ~~ADVANTAGED PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS Year Ended March~~ 25, ~~2001 2000 1999~~ ------------------ ------------------ ------~~------------~~ ~~Cash~~2002 ~~flows~~2001 ~~from operating activities: Net income (loss) $26,846,739 $22,903,337 $(1,134,466)~~ ---------- --- ------- ------~~----~~ ~~Adjustments~~Property toand ~~reconcile~~equipment - net, ~~income~~less ~~(loss)~~accumulated todepreciation ~~net cash~~ (~~used~~Notes ~~in)~~2, ~~provided~~4 byand ~~operating~~6) ~~activities:~~$ ~~Gain on sale of property (15~~5,~~820~~470,~~589)~~303 ~~(12,822,433)~~$ (720,~~524~~186,~~848)~~022 ~~Extraordinary~~Property ~~item~~and equipment -~~forgiveness~~ ofheld ~~indebtedness~~for ~~income~~sale (~~21,773,849)~~Notes ~~(23~~2,~~069,821)~~ (4,~~232,663)~~ ~~Depreciation~~6 ~~3,212,290~~and 47) 11,~~915~~548,~~594~~976 518,~~844~~795,~~432~~939 ~~Loss~~Cash onand ~~impairment~~cash ofequivalents ~~assets~~(Notes ~~0 0~~ 2~~,399,391~~ ~~Minority~~and ~~interest in income (loss~~11) ~~of subsidiaries888~~4,~~911 3~~967,~~110,714~~577 4,~~662~~943,694 ~~(Increase) decrease in assets:~~ Cash - restricted for tenants' security deposits ~~55,469~~(Note ~~189~~3) 304,~~549~~539 ~~(19~~541,~~068)~~659 Mortgage escrow deposits -(Notes ~~operating 1~~3,~~161,193~~ 15 and 6) 4,~~280~~376,~~704~~911 (15,~~495~~654,~~602)~~637 Prepaid expenses and other assets (~~237,713~~Note 8) 34758,~~065~~693 ~~283~~1,~~234~~060,972 ~~Increase~~------------- ------------- Total assets $ 27,426,999 $ 51,182,923 ============= ============= LIABILITIES AND PARTNERS' DEFICIT Liabilities Mortgage notes payable (~~decrease)~~Notes in3 ~~liabilities:~~and ~~Due~~6) to$ ~~selling~~13,137,483 ~~partners~~$ 827,~~588~~753,~~157~~150 Purchase money notes payable (Notes 3 and 7) 9,~~669~~861,~~061~~837 723,~~773~~477,~~292~~968 ~~Payments~~Due ~~of interest~~ to selling partners (Notes 3~~,464,303~~ and 7) (422,~~044~~957,~~678)~~424 (352,~~200~~122,~~066)~~189 Accounts payable, accrued expenses and other liabilities ~~(700~~6,~~883) (254~~493,~~074)~~319 ~~998~~5,~~791~~483,360 Tenants' security deposits payable ~~(88~~283,~~239)~~920 ~~(178~~481,~~669)~~950 ~~35,913~~ Due to general partners of subsidiaries and their affiliates ~~91,706 661,678 483,091 Due to general partners of subsidiaries and their affiliates~~ (~~12,461~~Note 8) (7114,~~266)~~744 ~~(238~~98,~~308)~~265 Due to general partners and affiliates ~~135,075 407,237 958,042 ------------ ------------- ---------- Total adjustments~~ (~~27,965,236~~Note 8) ~~(22~~3,~~108~~329,~~339)~~471 2,~~070~~978,~~293~~008 ~~-----------~~Distributions ~~-----------~~payable ~~--------- Net cash~~ (~~used~~Note in12) ~~provided~~0 ~~by operating activities (~~1,~~118~~402,~~497)~~535 ~~794,998 935,827~~ ------------- -------------~~----------~~ ~~Cash flows from investing activities: Proceeds from sale of property 14~~56,~~465~~178,~~557~~198 24113,~~705~~797,~~022~~425 ~~0 Costs paid relating to sale of property (248,996) (1,187,934) 0 Acquisitions of property and equipment (1,483,538) (1,220,933) (1,735,804) Acquisitions of property and equipment~~ - ~~held for sale (51,729) (31,665) 0 Decrease (increase) in mortgage escrow deposits 57,081 (707,958) 953,006~~ ------------- ------------ -~~----------~~ ~~Net~~Minority ~~cash~~interest ~~provided by~~ (~~used~~Note in2) ~~investing activities12~~222,~~738,37521,556,532~~153 ~~(782~~638,~~798)~~628 ------------- ------- ------~~-----~~ ~~Cash~~Commitments ~~flows~~and ~~from~~contingencies ~~financing activities: Principal payments of purchase money notes~~ (~~2,668,624)~~Notes ~~(790~~6,~~799)~~ (37,~~794,400)~~ ~~Proceeds from mortgage notes payable 0 0~~ 8~~,000,000~~ ~~Principal~~and ~~payments~~11) ofPartners' ~~mortgage~~deficit ~~notes~~Limited ~~payable~~partners (728,~~217~~146,~~599~~094) (1562,~~054~~083,~~637~~074) ~~(3,659,965)~~General ~~Distributions~~partners ~~paid 0~~ (2827,~~000,137~~258) ~~0 Decrease in capitalization of minority interest~~ (~~885~~1,~~748) (3~~170,~~068,619~~056) ~~(17,150)~~ ------------- ------------ -~~----------~~ ~~Net cash~~ (~~used in) provided by financing activities(10~~28,~~771~~973,~~971~~352) (2063,~~914~~253,~~192~~130) ~~528,485~~ ----------- --~~---------~~ ---------- ~~Net increase in cash and cash equivalents 847,907 1,437,338 681,514 Cash and cash equivalents at beginning of year 4,095,787 2,658,449 1,976,935~~ ---~~--------~~ ~~-----------~~Total ~~----------~~liabilities ~~Cash~~ and ~~cash~~partners' ~~equivalents~~deficit ~~at end of year~~ $ 427,~~943~~426,~~694~~999 $ 451,~~095~~182,~~787~~923 ~~$ 2,658,449~~ =========== ==~~=========~~ ========== ~~Supplemental disclosure of cash flows information: Cash paid during the year for interest $ 4,126,412 $ 2,179,927 $ 4,180,202~~ =========== =========== ========== Supplemental disclosures of noncash investing and financing activities: Increase in property and equipment-held for sale reclassified from property and equipment$16,291,211$10,444,529 $17,206,721 Increase in purchase money notes payable due to the capitalization of prepaid expenses and other assets 5,209 0 291,442 Increase in accounts payable, accrued expenses and other liabilities for acquisitions of property and equipment 37,070 21,325 43,436 Increase in accounts payable, accrued expenses and other liabilities reclassified from purchase money notes payable and due to selling partners3,839,356 0 0 Decrease in due to selling partners for reclassification of accrued distributions to minority interest 0 0 (603,776) Distributions payable 1,402,535 0 0 Forgiveness of indebtedness: Decrease in purchase money notes payable (9,619,581) (12,061,450) (32,270) Decrease in due to selling partners (11,433,550) (11,011,171) (4,200,393) Decrease in prepaid expenses and other assets 0 2,800 0 Decrease in due to general partners of subsidiaries and their affiliates (558,299) 0 0 Decrease in accounts payable, accrued expenses and other liabilities (162,419) 0 0 Summarized below are the components of the gain on sale of property: Decrease in property and equipment, net of accumulated depreciation $14,546,004 $ 9,174,908 $ 3,701,379 Decrease in property and equipment - held for sale 11,097,071 17,276,248 0 Decrease in cash - restricted for tenants' security deposits 171,634 255,239 73,615 Decrease in mortgage escrow deposits 2,307,112 797,182 223,780 Decrease in prepaid expenses and other assets 285,395 514,746 46,720 Decrease in mortgage notes payable (9,200,379) (9,601,617) (4,427,726) Decrease in purchase money notes payable (6,990,061) (5,394,341) (2,545,263) Decrease in due to selling partners (13,227,995) 0 (4,257,845) Decrease in accounts payable, accrued expenses and other liabilities (357,370) (475,901) (272,036) Decrease in tenant's security deposits payable(180,932) (222,450) (67,472) Decrease in due to general partners of subsidiaries and their affiliates (54,507) (1,629,359) 0 See accompanying notes to consolidated financial statements.

See accompanying notes to consolidated financial statements. -139- CAMBRIDGE ADVANTAGED PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS

~~March~~YEAR ENDED MARCH 25, ~~2001~~--------------------------------------------------------------------- ~~March~~2002 ~~25,~~2001 2000 ------------- ----------- ----------- Revenues Rentals, net $ 11,017,460 $17,152,679 $23,915,060 Other 947,492 1,211,751 1,265,116 Gain on sale of property (Note 10) 16,927,217 15,820,589 12,822,433 ------------- ----------- ----------- ~~Carrying~~Total ~~Carrying~~revenues ~~Amount~~28,892,169 ~~Fair~~34,185,019 ~~Value~~38,002,609 ~~Amount~~------------- ~~Fair~~----------- ~~Value~~----------- ~~Mortgage~~Expenses ~~notes~~Administrative ~~payable~~and ~~for~~management ~~which~~2,385,647 it3,906,671 ~~is:~~4,826,465 ~~Practicable~~Administrative toand ~~estimate~~management-related ~~fair~~parties ~~value~~(Note ~~$17~~8) 1,~~591~~815,~~018~~488 ~~$18~~2,~~463~~134,~~343~~544 ~~$24~~2,~~468~~595,~~030~~161 ~~$24~~Operating 2,~~895~~159,557 ~~Not~~3,098,242 ~~practicable~~4,319,192 toRepairs ~~estimate~~and ~~fair~~maintenance ~~value~~2,771,078 ~~$10~~4,~~162~~307,~~132~~937 6,653,986 Taxes and insurance 1,522,710 2,117,113 2,972,307 Financial, principally interest 4,196,910 9,446,421 8,775,674 Depreciation 1,364,076 3,212,290 4,915,594 ------------- ----------- ----------- Total expenses 16,215,466 28,223,218 35,058,379 ------------- ----------- ----------- Income before minority interest and extraordinary item 12,676,703 5,961,801 2,944,230 Minority interest loss (aincome) ~~$19~~of subsidiaries 213,~~703~~740 (888,~~098~~911) (a3,110,714) ~~Purchase~~------------- ~~money~~----------- ~~notes~~----------- ~~payable~~Income ~~for~~(loss) ~~which~~before itextraordinary ~~is:~~item ~~Practicable~~12,890,443 to5,072,890 ~~estimate~~(166,484) ~~fair~~Extraordinary ~~value$~~item-forgiveness 0$of 0$indebtedness 0income $(Notes 06 ~~Not~~and ~~practicable~~10) to21,389,335 ~~estimate~~21,773,849 ~~fair~~23,069,821 ~~value~~------------- ----------- ----------- Net income $23 34,~~477~~279,~~968~~778 $26,846,739 $22,903,337 ============= =========== =========== Limited Partners Share: Income (bloss) before extraordinary item $43 12,~~969~~761,~~115~~539 $ 5,022,161 $ (b164,819) ~~Due~~Extraordinary toitem ~~selling~~21,175,442 ~~partners~~21,556,111 ~~for~~22,839,123 ~~which~~------------- it----------- ~~is:~~----------- ~~Not~~Net ~~practicable~~income to$ ~~estimate~~33,936,981 ~~fair~~$26,578,272 ~~value~~ $5222,~~122~~674,~~189~~304 ============= =========== =========== Number of units outstanding 12,074 12,074 12,074 ============= =========== =========== Income (bloss) before extraordinary item per limited partner unit $74 1,~~281,146~~057 $ 416 $ (b14) Extraordinary item per limited partner unit 1,754 1,785 1,892 ------------- ----------- ----------- Net income per limited partnership unit $ 2,811 $ 2,201 $ 1,878 ============= =========== ===========

See accompanying notes to consolidated financial statements. -140- CAMBRIDGE ADVANTAGED PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' DEFICIT

~~March~~LIMITED ~~25,~~GENERAL ~~Estimated~~TOTAL PARTNERS PARTNERS ------------- ------------- ----------- Balance -~~-----------~~ ~~2001~~March ~~2000~~26, ~~Useful~~1999 ~~Lives~~$(109,600,534) $(107,967,004) $(1,633,530) Net income 22,903,337 22,674,304 229,033 Distributions (2,000,137) (1,980,136) (20,001) -------------~~-----~~ -------------~~-----~~ ----------- Balance - ~~Land~~March $25, 22000 (88,~~102~~697,~~294~~334) $(87,272,836) 4(1,~~995~~424,~~389~~498) ~~Buildings~~Net ~~and~~income ~~improvements 42~~26,~~025~~846,~~982~~739 9526,~~088~~578,~~292~~272 5268,467 -Distributions ~~40 Years Furniture and fixtures~~ (1,~~147~~402,~~411~~535) 4(1,~~486~~388,~~858~~510) 3(14,025) - ~~10 Years~~ ------------- ------------- ----------- ~~45,275,687~~Balance ~~104,570,539~~- ~~Less:~~March ~~Accumulated~~25, ~~depreciation~~2001 (2563,~~089~~253,~~665~~130) (5162,~~855~~083,~~620~~074) (1,170,056) Net income 34,279,778 33,936,980 342,798 ------------- ------------- ----------- Balance - March 25, 2002 $ 20(28,~~186~~973,~~022~~352) $ 52(28,~~714~~146,~~919~~094) $ (827,258) ============= ============= ===========

See accompanying notes to consolidated financial statements. -141- CAMBRIDGE ADVANTAGED PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

~~March~~YEAR ENDED MARCH 25, -------------------------------------------------------- 2002 2001 2000 ------------- ----- -------- ------------- ~~Land~~Cash flows from operating activities: Net income $ 134,~~823~~279,~~022~~778 $ 226,~~359~~846,~~074~~739 ~~Buildings~~$ ~~and~~22,903,337 ~~improvements~~----------- 36----------- ----------- Adjustments to reconcile net income to net cash provided by (used in) operating activities: Gain on sale of property (16,~~102~~927,~~384~~217) 25(15,820,589) (12,822,433) Extraordinary item-forgiveness of indebtedness income (21,389,335) (21,773,849) (23,069,821) Depreciation 1,364,076 3,212,290 4,915,594 Minority interest in (loss) income of subsidiaries (213,740) 888,911 ~~Furniture~~3,110,714 (Increase) decrease in assets: Cash-restricted for tenants' security deposits 60,234 55,469 189,549 Mortgage escrow deposits - operating 45,298 1,161,193 1,280,704 Prepaid expenses and ~~fixtures~~other 2assets 14,~~143~~827 (237,713) 34,065 Increase (decrease) in liabilities: Due to selling partners 3,787,630 8,588,157 7,669,061 Payments of interest to selling partners (115,683) (3,464,303) (4,044,678) 1Accounts payable,~~393~~ accrued expenses and other liabilities (261,~~387~~696) (700,883) (254,074) Tenants' security deposits payable (37,030) (88,239) (178,669) Due to general partners of subsidiaries and their affiliates 19,584 91,706 661,678 Due to general partners of subsidiaries and their affiliates 0 (12,461) (7,266) Due to general partners and affiliates 731,026 135,075 407,237 ------------ ----------- ----------- 40Total adjustments (32,~~068~~922,~~450~~026) 28(27,965,~~372~~236) ~~Less~~(22,108,339) ----------- ----------- ----------- Net cash provided by (used in) operating activities 1,357,752 (1,118,497) 794,998 ----------- ----------- ----------- Cash flows from investing activities: ~~Accumulated~~Proceeds ~~depreciation~~from sale of property 15,419,779 14,465,557 24,705,022 Costs paid relating to sale of property (21556,~~272~~642) (248,~~511~~996) (151,~~415~~187,~~302~~934) Acquisitions of property and equipment (353,374) (1,483,538) (1,220,933) Acquisitions of property and equipment - held for sale (105,102) (51,729) (31,665) (Increase) decrease in mortgage escrow deposits (236,255) 57,081 (707,958) ----------- ----------- ----------- $Net 18cash provided by investing activities 14,~~795~~168,~~939~~406 $12,738,375 1321,~~550~~556,~~070~~532 ----------- ----------- -----------

-142- CAMBRIDGE ADVANTAGED PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (CONTINUED)

~~March~~YEAR ENDED MARCH 25, -------------------------------------------------------- 2002 2001 2000 ------------- ----- -------- ------------- ~~Reserves~~Cash ~~for~~flows ~~replacements~~from $financing 4activities: Principal payments of purchase money notes (3,~~266~~776,~~089~~208) $(2,668,624) 5(790,~~001~~799) Principal payments of mortgage notes payable (10,~~138~~120,797) ~~Real~~(7,217,599) ~~estate~~(15,054,637) ~~taxes~~Distributions paid (1,402,535) ~~insurance~~0 (2,000,137) Decrease in capitalization of minority interest (202,735) (885,748) (3,068,619) ----------- ----------- ----------- Net cash (used in) provided by financing activities (15,502,275) (10,771,971) (20,914,192) ----------- ----------- ----------- Net increase in cash and ~~other~~cash equivalents 23,883 847,907 1,~~388~~437,~~548~~338 Cash and cash equivalents at beginning of year 4,~~178~~943,~~885~~694 4,095,787 2,658,449 ----------- ----------- ----------- Cash and cash equivalents at end of year $ 54,~~654~~967,~~637~~577 $ 4,943,694 $ 4,095,787 =========== =========== =========== Supplemental disclosure of cash flows information: Cash paid during the year for interest $ 609,095 $ 4,126,412 $ 2,179,927 =========== =========== =========== Supplemental disclosures of noncash investing and financing activities: Increase in property and equipment-held for sale reclassified from property and equipment $ 4,975,310 $16,291,211 $10,444,529 Increase in purchase money notes payable due to the capitalization of prepaid expenses and other assets 0 5,209 0 Increase in accounts payable, accrued expenses and other liabilities for acquisitions of property and equipment 0 37,070 21,325 Increase in accounts payable, accrued expenses and other liabilities reclassified from purchase money notes payable and due to selling partners 5,906,928 3,839,356 0 Distributions payable 0 1,402,535 0 Forgiveness of indebtedness: Decrease in purchase money notes payable (3,078,993) (9,~~180~~619,~~023~~581) (12,061,450) Decrease in due to selling partners (14,470,986) (11,433,550) (11,011,171) Decrease in prepaid expenses and other assets 0 0 2,800 Decrease in due to general partners of subsidiaries and their affiliates 0 (558,299) 0 Decrease in accounts payable, accrued expenses and other liabilities (3,839,356) (162,419) 0

-143- CAMBRIDGE ADVANTAGED PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (CONTINUED)

~~Year~~YEAR ~~Ended~~ENDED ~~March~~MARCH 25, ~~2001 2000 1999~~ ------------------ ----------------- --------------------- ~~Partnership~~2002 ~~management~~2001 ~~fees~~2000 ~~(a) $1,085,769 $1,120,334 $1,130,749 Expense reimbursement (b) 148,355 146,687 130,575 Local administrative fee (c) 54,355 63,730 70,000~~ ------------- ------------- ------------- ~~Total~~Summarized ~~general~~below are the components of the gain on sale of property: Decrease in property and ~~administrative-~~equipment, ~~General~~net ~~Partners~~of 1accumulated depreciation $ 8,~~288~~824,~~479~~210 1$ 14,~~330~~546,~~751~~004 1$ 9,~~331~~174,~~324~~908 ~~---------~~Decrease ~~---------~~in property and equipment -~~--------~~ ~~Property~~held ~~management~~for ~~fees~~sale ~~incurred~~12,232,872 to11,097,071 ~~affiliates~~17,276,248 ofDecrease ~~the~~in ~~subsidiary~~cash ~~partnerships~~- restricted for tenants' ~~general~~security ~~partners~~deposits ~~846~~176,~~065~~886 1171,~~264~~634 255,~~410~~239 Decrease in mortgage escrow deposits 1,~~505~~468,~~659~~683 ~~----------~~2,307,112 ~~---------~~797,182 ~~---------~~Decrease ~~Total~~in ~~general~~prepaid expenses and ~~administrative-related~~other ~~parties$2~~assets 287,~~134~~452 285,~~544~~395 $2514,~~595~~746 Decrease in mortgage notes payable (4,494,870) (9,200,379) (9,601,617) Decrease in purchase money notes payable (5,210,794) (6,990,061) (5,394,341) Decrease in due to selling partners (14,008,934) (13,227,995) 0 Decrease in accounts payable, accrued expenses and other liabilities (795,917) (357,370) (475,901) Decrease in tenant's security deposits payable (161,000) $2(180,~~836~~932) (222,~~983~~450) ~~=========~~Decrease ~~=========~~in ~~=========~~due to general partners of subsidiaries and their affiliates (3,105) (54,507) (1,629,359) Decrease in due to general partners and affiliates (379,563) 0 0

See accompanying notes to consolidated financial statements. -144- CAMBRIDGE ADVANTAGED PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 25, 2002 NOTE 1 - Organization Cambridge Advantaged Properties Limited Partnership (the "Partnership") was formed pursuant to the laws of the Commonwealth of Massachusetts on June 28, 1984. The Partnership invests, as a limited partner, in other limited partnerships (referred to herein as "Local Partnerships" or "subsidiary partnerships"), each of which owns and operates an existing residential housing development (an "Apartment Complex") that is financed and/or operated with some form of local, state or federal assistance, including mortgage insurance, rental assistance payments, permanent mortgage financing and/or interest reduction payments ("Government Assistance"). The General Partners of the Partnership are Assisted Housing Associates Inc., (the "Assisted General Partner"), and Related Beta Corporation (the "Related General Partner"), both of which are Delaware corporations affiliated with The Related Companies, L.P. ("Related"), a New York limited partnership, and Cambridge/Related Associates Limited Partnership (formerly Hutton/Related Associates Limited Partnership) ("Cambridge/Related"), a Massachusetts limited partnership. The general partners of Cambridge/Related are the Assisted General Partner and the Related General Partner. The General Partners manage and control the affairs of the Partnership. Pursuant to the public offering, the Partnership received $53,754,000 (net of offering expenses and sales commissions of $6,615,700) from 4,452 investors in 12,074 limited partnership interests. The offering was completed in March 1985 and no further issuance of initial limited partnership interests or additional limited partnership interests is anticipated. As of March 25, 2002, the Partnership holds a 98.99% limited partnership interest in each of the remaining Local Partnerships, which own Apartment Complexes receiving Government Assistance. During the fiscal year ended March 25, 2002, the properties and the related assets and liabilities owned by nine subsidiary partnerships were sold and the Partnership's Local Partnership Interests in eight subsidiary partnerships were sold, respectively. Through the fiscal year ended March 25, 2002, the properties and the related assets and liabilities owned by twenty-five subsidiary partnerships were sold and the Partnership's Local Partnership Interests in twenty-four subsidiary partnerships were sold, respectively (see Note 10). The terms of the Partnership Agreement provide, among other things, that profits and losses, in general, be shared 99% by the limited partners and 1% by the General Partners. NOTE 2 - Summary of Significant Accounting Policies a) Basis of Consolidation The consolidated financial statements include the accounts of the Partnership and 30, 43 and 48, subsidiary partnerships in which the Partnership is a limited partner for the years ended March 25, 2002, 2001 and 2000, respectively. The Partnership is a limited partner, with an ownership interest of 98.99% in each of the subsidiary partnerships. The Partnership continues to hold its interest in certain subsidiary partnerships which have sold their properties and have not formally liquidated. Through the rights of the Partnership and/or an affiliate of a General Partner, which affiliate has a contractual obligation to act on behalf of the Partnership, to remove the general partner of the subsidiary partnerships and to approve certain major operating -145- CAMBRIDGE ADVANTAGED PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 25, 2002 and financial decisions, the Partnership has a controlling financial interest in the subsidiary partnerships. For financial reporting purposes, the Partnership's fiscal year ends March 25. All subsidiaries have fiscal years ending December 31. Accounts of subsidiaries have been adjusted for intercompany transactions from January 1 through March 25. The Partnership's fiscal year ends on March 25 in order to allow adequate time for the subsidiaries' financial statements to be prepared and consolidated. The books and records are maintained on the accrual basis of accounting in accordance with U.S. generally accepted accounting principles ("GAAP"). All intercompany accounts and transactions have been eliminated in consolidation. Increases (decreases) in the capitalization of consolidated subsidiaries attributable to minority interest arise from cash contributions and cash distributions to the minority interest partners. Losses attributable to minority interests which exceed the minority interests' investment in a subsidiary have been charged to the Partnership. Such losses aggregated approximately $49,000, $41,000 and $0 for the years ended March 25, 2002 (the "2001 Fiscal Year"), March 25, 2001 (the "2000 Fiscal Year") and March 25, 2000 (the "1999 Fiscal Year"), 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. b) Property and Equipment Property and equipment to be held and used are carried at cost which includes the purchase price, acquisition fees and expenses, construction period interest 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. 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, the property investments themselves are reduced to estimated fair value (generally using discounted cash flows). At the time management commits to a plan to dispose of assets, said assets are 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. All property and equipment for subsidiary partnerships whose assets and liabilities are under sales contracts are classified as assets held for sale. For the year ended March 25, 2002, the Partnership has not recorded a loss on impairment of assets. Through March 25, 2002, the Partnership has recorded approximately $7,682,000 as a loss on impairment of assets. -146- CAMBRIDGE ADVANTAGED PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 25, 2002 c) Interest Subsidies Interest expense has been reduced by interest subsidies (Note 6). d) Cash and Cash Equivalents Cash and cash equivalents include cash on hand, cash in banks, and investments in short-term highly liquid instruments purchased with original maturities of three months or less. e) Income Taxes No provision has been made for income taxes in the accompanying financial statements since such taxes, if any, are the responsibility of the individual partners. For income tax purposes, the Partnership has a fiscal year ending December 31 (Note 9). f) Loss Contingencies The Partnership records loss contingencies as a charge to income when information becomes available which indicates that it is probable that an asset has been impaired or a liability has been incurred as of the date of the financial statements and the amount of loss can be reasonably estimated. In addition, the Partnership evaluates the amount of a potential environmental liability independently from any potential claim for recovery. g) Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. NOTE 3 - Fair Value of Financial Instruments The following methods and assumptions were used to estimate the fair value of each class of financial instruments (all of which are held for non-trading purposes) for which it is practicable to estimate that value: CASH AND CASH EQUIVALENTS, CASH-RESTRICTED FOR TENANTS' SECURITY DEPOSITS AND MORTGAGE ESCROW DEPOSITS ----------------------------------------------------------------------------- The carrying amount approximates fair value. MORTGAGE NOTES PAYABLE ---------------------- The fair value of mortgage notes payable is estimated, where practicable, based on the borrowing rate currently available for similar loans. -147- CAMBRIDGE ADVANTAGED PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 25, 2002 The estimated fair values of the Partnership's mortgage notes payable are as follows:

~~December~~MARCH 3125, 2002 MARCH 25, 2001 -------------------------- --- ~~2000 1999~~ ------------------ -------------- ~~Operating~~CARRYING ~~deficit~~CARRYING ~~loan~~AMOUNT ~~(*)~~FAIR $VALUE 0AMOUNT $FAIR ~~455,550~~VALUE ~~Management~~----------- ~~and~~----------- ~~other fees 98,265 176,276~~ ----------- ----------- Mortgage notes payable for which it is: Practicable to estimate fair value $10,381,052 98$10,~~265~~848,189 $17,591,018 ~~631~~$18,~~826~~463,343 ~~========~~Not ~~=========~~practicable ~~(*)~~to ~~These~~estimate ~~loans~~fair ~~are~~value ~~unsecured~~$ 2,756,431 ~~noninterest~~(a) ~~bearing~~$10,162,132 ~~and~~(a) Purchase money notes payable ~~out~~for ofwhich ~~available~~it ~~surplus~~is: ~~cash~~Practicable ofto ~~the~~estimate ~~respective~~fair ~~subsidiary~~value ~~partnership~~$ or0 at$ ~~the~~0 ~~time~~$ of0 ~~sale~~$ or0 ~~refinancing.~~Not practicable to estimate fair value $ 9,861,837 (b) $23,477,968 (b) Due to selling partners for which it is: Not practicable to estimate fair value $23,474,596 (b) $52,122,189 (b)

(a) Management believes it is not practical to estimate the fair value of the mortgage notes payable because mortgage programs with similar characteristics are not currently available to the Local Partnerships. (b) For the reasons discussed in Note 7, it is not practicable to estimate the fair value of these notes, or accrued interest thereon. The carrying amount of other financial instruments that require such disclosure approximates fair value. NOTE 4 - Property and Equipment and Property and Equipment-Held for Sale The components of property and equipment and their estimated useful lives are as follows:

~~Year~~MARCH ~~Ended December 31~~25, ~~2000 1999 1998~~ ------------------ ------------------------- ESTIMATED 2002 2001 USEFUL LIVES ---------------- ---------------- ~~Financial~~------------ ~~statement~~Land ~~net income (loss)~~ $~~26,846,739~~ ~~$22~~613,~~903,337~~524 $(1 2,~~134~~102,~~466)~~294 ~~Difference~~Buildings ~~resulting from parent company having a different fiscal year for income tax~~ and ~~financial~~improvements ~~reporting purposes (83~~12,~~979)~~028,469 142,~~711~~025,~~100~~982 ~~(49,001)~~5 ~~Difference~~- ~~resulting~~40 ~~primarily~~Years ~~from~~Furniture ~~depreciation~~ and ~~amortization~~fixtures ~~expense recorded for financial reporting purposes and income tax purposes 1~~467,~~855,267~~863 ~~(375,373) (~~1,~~973~~147,~~899)~~411 ~~Loss~~3 on- ~~impairment~~10 ofYears ~~assets~~------------ ~~recorded~~------------- ~~for~~13,109,856 ~~financial reporting purposes 0 0 2~~45,~~399~~275,~~391~~687 ~~Difference~~Less: ~~between~~Accumulated ~~gain~~depreciation ~~on sale of assets recorded for financial reporting purposes and for income tax purposes 12,690,603~~ (7,~~081~~639,~~882~~553) (425,~~722~~089,~~175~~665) Difference between a forgiveness of indebtedness income recorded for financial reporting purposes and for income tax purposes 4,538,705 10,399,748 9,575,279 Other, including accruals for financial reporting purposes not deductible for tax purposes until paid 3,500 761,520 727,272 ------------- ----------- --~~--------~~ ~~Income as shown on the income tax return for the calendar year ended~~ $~~45,850,835~~ ~~$42~~5,~~482~~470,~~214~~303 $ 420,~~822~~186,~~401~~022 ========== === ======= =====~~=====~~

-148- CAMBRIDGE ADVANTAGED PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 25, 2002 Property acquisition fees of $5,131,535 were earned by the General Partners of the Partnership and have been capitalized as a cost of property and equipment. Depreciation expense for the 2001, 2000 and 1999 Fiscal Years amounted to $1,364,076, $3,212,290 and $4,915,594, respectively. The components of property and equipment held for sale are as follows:

~~Percentage~~MARCH of25, ~~Outstanding Name of General Partner Title of Class Beneficial Ownership Amount Interest~~ -------------- --------------------- 2002 2001 ------ ------- --------------- ~~General~~Land ~~Partnership~~$ ~~Assisted~~1,265,470 ~~Housing Interest in the Associates Inc.~~ $10 ~~13.2%~~1,823,022 ~~Partnership~~Buildings ~~General~~and ~~Partnership~~improvements ~~Related~~25,536,100 ~~Beta~~36,102,384 ~~Corporation~~Furniture 6and ~~19.8%~~fixtures ~~Interest~~1,073,490 in2,143,044 ~~the~~----------- ~~Partnership~~----------- ~~General~~27,875,060 ~~Partnership~~40,068,450 ~~Interest~~Less: inAccumulated ~~the~~depreciation ~~Cambridge/Related~~(16,326,084) ~~Associates~~(21,272,511) ~~Partnership~~----------- ~~Limited Partnership 4 67.0%~~ ----------- ~~100.0%~~$ 11,548,976 $ 18,795,939 =========== ===========

NOTE 5 - Mortgage Escrow Deposits Mortgage escrow deposits consist of the following:

~~PART~~MARCH ~~IV Item 14. Exhibits~~25, ~~Financial Statement Schedules, and Reports on Form 8~~-~~K. Sequential Page~~ --------------- (a) 1. Financial Statements Independent Auditors' Report 29 Consolidated Balance Sheets at March 25, 2001 and 2000 161 Consolidated Statements of Operations for the Years Ended March 25, 2001, 2000 and 1999 162 Consolidated Statements of Changes in Partners' Deficit for the Years Ended March 25, 2001, 2000 and 1999 163 Consolidated Statements of Cash Flows for the Years Ended March 25, 2001, 2000 and 1999 164 Notes to Consolidated Financial Statements 167 (a) 2. Financial Statement Schedules Independent Auditors' Report 194 Schedule I - ~~Condensed Financial Information of Registrant 195 Schedule III~~ - Real Estate and Accumulated Depreciation 198 The remaining schedules are omitted because the required information is included in the financial statements and notes thereto, or they are not applicable or not required. (a) 3. Exhibits (3) Amended and Restated Agreement and Certificate of Limited Partnership as filed with the Secretary of State of the State of the Commonwealth of Massachusetts.** (10A) Form of Escrow Agreement** (21) Subsidiaries of the Registrant 191 ** Incorporated by reference to exhibits filed with Amendment No. 1 to Cambridge Advantaged Properties L.P.'s Registration Statement on Form S-~~11 Registration File No. 2~~-~~91993. (b) Reports on Form 8~~-~~K No reports on Form 8~~-~~K were filed during the quarter. Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8~~-~~K. (Continued) (c) Subsidiaries of the Registrant (Exhibit 21)~~ ------------ 2002 2001 ------------- ------------- ~~Jurisdiction~~Reserves offor ~~Formation~~replacements ~~Item~~$ ~~14. Exhibits~~3,269,620 ~~Financial~~$ ~~Statement Schedules~~4,266,089 ~~and~~Real ~~Reports~~estate ontaxes, ~~Form~~insurance ~~8-K.~~and ~~(Continued)~~other ~~(c)~~1,107,291 ~~Subsidiaries~~1,388,548 ~~of the Registrant (Exhibit 21)~~ ----------- -----------~~--------~~ ~~Jurisdiction~~$ of Formation Northwoods III Apts. LTD AL Hackley Village Associates MI Huntley Associates #1 MI Huntley Associates #2 MI Seymour O'Brien Manor Apts. MI Washington Highland Apts. MI Vincennes Niblack Apts. MI Nu-Elm Apartments MO Saraland Apartments4, ~~LTD TX University Gardens Apts. LTD TX Southside Village Apts.~~376,911 ~~LTD~~$ ~~TX Conifer 317 (Pinewood) OR Cabarrus Arms Associates~~5, ~~LTD GA Summer Arms Apts. LTD GA Lexington Village Company GA Ware Manor Associates GA Nottingham Woods Apts.~~654,637 ~~LTD~~=========== GA Hathaway Court Associates KY Tall Pines Associates GA Shelton Beach Apts., LTD AL Northpointe II, LTD AL Pebble Creek LDHA MI Greenwood Manor, LTD AR Malvern Manor AR Hereford Manor, LTD AR Henslee Heights, LTD AR Oakwood Manor, LTD AR Robindale East Apartments, LTD AR Southwest Apartments, LTD AR (d) Not applicable===========

NOTE 6 - Mortgage Notes Payable The mortgage notes are payable in aggregate monthly installments of approximately $93,000, including principal and interest at rates varying from 6.75% to 8.5% per annum, through March 2019. Each subsidiary partnership's mortgage note payable is collateralized by the land and buildings of the respective subsidiary partnership, the assignment of certain subsidiary partnership's rents and leases and is without further recourse. Under the terms of regulatory agreements with the Secretary of HUD, subsidiary partnerships with mortgage note balances aggregating approximately $11,361,000 and $23,641,000 at December 31, 2001 and 2000, respectively, providing for interest at rates ranging from 6.75% to 8.50% per annum, paid only that portion of the monthly payments that would be required if the interest rate was in the range of 1% - 3% per annum; the balance was subsidized under Section 236 of the National Housing Act. -149- CAMBRIDGE ADVANTAGED PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 25, 2002 Annual principal payment requirements for each of the next five years are as follows:

~~Signature~~AMOUNT ~~Title~~ --------------~~--------------------~~ ~~-------------------------------------------------------------~~2002 ~~Date~~$ ~~-----------------------------~~1,253,313 ~~President~~2003 ~~(principal executive and financial /s/ Alan P. Hirmes officer) of Related Beta Corporation ------------------ Alan P. Hirmes and Assisted Housing Associates~~728,388 ~~Inc.~~2004 ~~June 18~~781,490 ~~2001~~2005 ~~Treasurer (principal accounting /s/ Glenn F. Hopps officer) of Related Beta Corporation ------------------ Glenn F. Hopps and Assisted Housing Associates~~839,256 ~~Inc.~~2006 ~~June 18~~900,898 ~~2001~~Thereafter ~~/s/ Stephen M. Ross Director of Related Beta CorporationJune 18~~8,634,138 ~~2001~~ ---------~~----------~~ ~~Stephen~~Total M.$13,137,483 ~~Ross~~==========

The mortgage agreements require monthly deposits to replacement reserves of approximately $73,000 and monthly deposits to escrow accounts for real estate taxes, hazard, and mortgage insurance and other (Note 5). NOTE 7 - Purchase Money Notes Payable Purchase money notes in the original amount of $85,458,825 were issued to the selling partners of the subsidiary partnerships as part of the purchase price and are secured only by the interest in the subsidiary partnership to which the purchase money note relates (the "Purchase Money Notes"). A portion of these Purchase Money Notes, in the original amount of $31,932,568 is an obligation at the subsidiary partnership level, whereas the remaining $53,526,257 is recorded at the Partnership level. The Purchase Money Notes generally provided for compound interest at rates which, in general, ranged from 9% to 10% per annum through August 31, 1989. Thereafter, simple interest has accrued, without further interest thereon, through maturity as extended (see below). Purchase Money Notes at March 25, 2002 and 2001 include $4,336,417 of interest accrued through August 31, 1989. The Purchase Money Notes, which provide for simple interest, will not be in default if not less than 60% of the cash flow actually distributed to the Partnership by the corresponding subsidiary partnership (generated by the operations, as defined) is applied first to accrued interest and then to current interest thereon. Any interest not paid currently accrues, without further interest thereon, through the extended due date of the Purchase Money Note. Continued accrual of such interest beyond the initial term, without payment, reduces the effective interest rate of 9%. The exact effect is not determinable inasmuch as it is dependent on the actual future interest payments and the ultimate repayment dates of the Purchase Money Notes. The Purchase Money Notes, after the extended maturity dates, call for the simple accrual of interest on the balance of principal, interest and Purchase Money Note Extension Fees Payable as of the date of maturity at one of the following two rates: (i) the lesser of 12% or the legally allowable rate; or (ii) the lesser of prime plus 2% or the lowest legally allowable rate. Unpaid interest of approximately $22,909,000 and $51,597,000 as of March 25, 2002 and 2001, respectively, has been accrued and is included in due to selling partners in the consolidated balance sheets. In general, the interest on and the principal of each Purchase Money Note is also payable to the extent of the Partnership's actual receipt of proceeds of the sale or refinancing of the Apartment Complex. The Partnership extended the terms of the Purchase Money Notes (ranging from August to December 1996) for up to three additional years (four years with respect to three subsidiary partnerships and seven years with respect to three subsidiary partnerships). In connection -150- CAMBRIDGE ADVANTAGED PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 25, 2002 with such extensions, the Partnership incurred an extension fee of 1/2 % per annum of the outstanding principal balance of the Purchase Money Notes. The Purchase Money Notes with seven year extensions have all been sold. Additionally, an oral agreement was reached in August 2001 to extend the maturity dates of the remaining Purchase Money Notes to September 2002 through October 2003. The Partnership is working with the Local General Partners and Purchase Money Note holders to refinance or sell the properties. No assurance can be given that management's efforts will be successful. Of such fees incurred, $104,999 was accrued and added to the Purchase Money Notes balance. The extension fees are being amortized over the term of the extensions. 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 will be sufficient to meet the outstanding balances of principal, accrued interest and extension fees. The Purchase Money Notes are without personal recourse to either the Partnership or any of its partners and the selling partner's recourse, in the event of nonpayment, would be to foreclose on the Partnership's interests in the respective subsidiary partnerships. Distributions aggregating approximately $4,452,000, $6,550,000 and $6,993,000 were made to the Partnership during each of the years ended March 25, 2002, 2001 and 2000, respectively, of which approximately $3,872,000, $5,147,000 and $1,067,000, respectively, was used to pay principal, interest and extension fees on the Purchase Money Notes. In addition, approximately $0, $598,000 and $6,000 for the 2001, 2000 and 1999 Fiscal Years, respectively, was paid as "additional" interest on the Purchase Money Notes. NOTE 8 - Related Party Transactions The costs incurred to related parties were as follows:

~~March~~YEAR ENDED MARCH 25, ------------------------------------------------------- 2002 2001 2000 ----------- ------- ---- ----------- ~~Cash~~Partnership ~~and~~management ~~cash~~fees ~~equivalents~~(a) $ 31,~~474~~069,~~003~~239 $1,085,769 3$1,~~866~~120,~~045~~334 ~~Investment~~Expense inreimbursement ~~and~~(b) ~~advances~~150,097 to148,355 ~~subsidiary~~146,687 ~~partnerships~~Local ~~17,275,391~~administrative ~~24,956,282~~fee ~~Other~~(c) ~~assets~~38,750 ~~509~~54,~~161~~355 ~~118~~63,~~868~~730 --------- --------- ---------- Total ~~assets $ 21,258,555 $ 28,941,195 =========== =========== LIABILITIES AND PARTNERS' DEFICIT Purchase money notes payable $ 23,477,968 $ 34,440,034 Due to~~ general ~~partner~~ and ~~affiliates~~administrative- ~~2,382,739~~General ~~2,156,197~~Partners ~~Due to selling partners 51~~1,~~597~~258,~~485~~086 671,~~519~~288,~~432~~479 ~~Other liabilities 5~~1,~~268~~330,~~167~~751 ~~74,301~~ --------- --------- --------- ~~Total~~Property ~~liabilities~~management ~~82,726,359~~fees ~~104,189,964~~incurred ~~Partners~~to affiliates of the subsidiary partnerships' ~~deficit~~general ~~(61~~partners 557,~~467~~402 846,~~804)~~065 ~~(75~~1,~~248~~264,~~769)~~410 --------- -- ------- --------- Total ~~liabilities~~general and ~~partners'~~administrative-related ~~deficit~~parties $ 211,~~258~~815,~~555~~488 $2,134,544 28$2,~~941~~595,~~195~~161 ========= == ======= ==== Investments in subsidiary partnerships are recorded in accordance with the equity method of accounting, wherein the investments are not reduced below zero. Accordingly, partners' deficit on the consolidated balance sheet will differ from partners' deficit shown above.=====

(a) After all other expenses of the Partnership are paid, an annual partnership management fee of up to .5% of invested assets is payable to the Partnership's General Partners and affiliates. Partnership management fees owed to the General Partners amounting to approximately $2,847,000 and $2,178,000 were accrued and unpaid as of March 25, 2002 and 2001, respectively. Without the General Partners' continued allowance of accrual without payment of certain fees and expense reimbursements, the Partnership will not be in a position to meet its obligations. The General Partners have continued allowing the accrual without payment of these amounts -151- CAMBRIDGE ADVANTAGED PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 25, 2002 but are under no obligation to continue to do so. Proceeds received from future sales will be used to pay any outstanding amounts due to the General Partners. (b) The Partnership reimburses the General Partners and their affiliates for actual Partnership operating expenses incurred by the General Partners and their 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 Related General Partner performs asset monitoring for the Partnership. These services include site visits and evaluations of the subsidiary partnerships' performance. Expense reimbursements and asset monitoring fees owed to the Related General Partner amounting to $95,092 and $61,187 were accrued and unpaid as of March 25, 2002 and 2001, respectively. (c) C/R Special Partnership, the special limited partner, owning a .01% interest, is entitled to receive a local administrative fee of up to $2,500 per year from each subsidiary partnership. NOTE 9 - Income Taxes A reconciliation of the financial statement net income to the income tax income for the Partnership and its subsidiaries is as follows:

~~CAMBRIDGE~~YEAR ~~ADVANTAGED~~ENDED ~~PROPERTIES~~DECEMBER ~~LIMITED PARTNERSHIP AND SUBSIDIARIES SCHEDULE I CONDENSED FINANCIAL INFORMATION OF REGISTRANT CAMBRIDGE ADVANTAGED PROPERTIES LIMITED PARTNERSHIP CONDENSED STATEMENTS OF INCOME Year Ended March 25~~31, ~~2001 2000 1999~~ ------------------ ------------------ ------------------ ~~Revenues~~2001 ~~Other~~2000 ~~income~~1999 ~~$ 194,105 $ 130,078 $ 15,131~~ ------------ ------------ ------------ ~~Total~~Financial ~~revenues~~statement ~~194~~net income $33,~~105~~764,246 ~~130~~$26,~~078~~846,739 15$22,~~131~~903,337 ~~-------------~~Difference ~~-----------~~resulting ~~-----------~~from ~~Expenses~~parent ~~Administrative~~company ~~and~~having ~~management~~a ~~520,432~~different ~~465,656~~fiscal ~~510,804~~year ~~Administrative~~for income tax and ~~management-related~~financial ~~parties~~reporting purposes (1,~~234~~151,~~125~~548) 1(83,~~267,021~~979) 1,~~261~~711,~~324~~100 ~~Financial,~~Difference ~~principally~~resulting ~~interest~~primarily ~~8,559,575~~from ~~6,632,833~~depreciation ~~4,933,026~~and ~~-------------~~amortization ~~----------~~expense ~~----------~~recorded ~~Total~~for ~~expenses~~financial ~~10,314,132~~reporting ~~8,365,510~~purposes ~~6,705,154~~and ~~------------~~income ~~----------~~tax ~~----------~~purposes ~~Loss from operations (10~~1,~~120~~698,~~027)~~402 (81,~~235~~855,~~432)~~267 (6375,~~690,023~~373) ~~Gain~~Difference between gain on sale of ~~investments~~assets inrecorded ~~subsidiary~~for ~~partnerships~~financial 14reporting purposes and for income tax purposes 18,~~076~~142,~~580~~817 412,~~628~~690,~~105~~603 7,~~524~~081,~~849~~882 ~~Forgiveness~~Difference between a forgiveness of indebtedness income ~~9,542,034~~recorded ~~2,513,753~~for 0financial ~~Distribution~~reporting ~~income~~purposes ofand ~~subsidiary~~for ~~partnerships~~income intax ~~excess~~purposes of(14,208,768) ~~investments 120~~4,~~047~~538,705 110,~~602~~399,~~789~~748 ~~111~~Other,~~901~~ ~~Equity~~including inaccruals ~~income~~for ~~(loss)~~financial ofreporting ~~subsidiary~~purposes ~~partnerships~~not ~~(*)~~deductible for tax purposes until paid (1,~~564~~127,~~867~~675) 13,~~824,442~~500 ~~(622~~761,~~434)~~520 ------------ ----------- ----------- ~~Net~~Income as shown on the income tax return for the calendar year ended $1537,~~183~~117,~~501~~474 $ 245,~~333~~850,~~657~~835 $ ~~324~~42,~~293~~482,214 ========== =========== =========== (*) Includes suspended prior year losses in excess of investment in accordance with equity method of accounting amounting to $12,005,114, $23,339,586 and $3,586,522 for the years ended March 25, 2001, 2000 and 1999.

NOTE 10 - Sale of Properties GENERAL The Partnership is currently in the process of disposing of its investments. It is anticipated that this process will take a number of years. As of March 25, 2002, the Partnership has disposed of forty-nine of its sixty-one original investments. Subsequently, four additional properties have -152- CAMBRIDGE ADVANTAGED PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 25, 2002 been sold. Five additional investments are listed for sale and the Partnership anticipates that the three remaining investments will be listed for sale by December 31, 2002. There can be no assurance as to when or that the Partnership will dispose of its last 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 their original investment. Moreover, the Local General Partners and noteholders generally have decision-making rights with respect to the sale of each property which makes it more cumbersome for the General Partners to sell each property. In order to facilitate an orderly disposition of the Partnership's assets, the Partnership formed a new entity: Cambridge Advantaged Liquidating L.L.C. (the "Trust"), a Delaware limited liability company which is wholly-owned by the Partnership. On July 21, 1999, the Partnership contributed its limited partnership interest in Decatur Apartments, Ltd., Florence Apartments, Ltd., Saraland Apartments, Ltd., Dickens Ferry Apartments, Ltd., Bonnie Doone Apartments, Ltd., University Gardens Apartments, Ltd., and Southside Village Apartments, Ltd. to the Trust. In each case, the interests were contributed subject to each respective Purchase Money Note. The contribution did not involve any consideration being paid to the Partnership; therefore, there should not be any tax effect to the limited partners of the Partnership. All of these properties with the exception of Saraland have been sold. On April 13, 1999, the property and related assets and liabilities of Valley Arms were sold to an unaffiliated third party for $1,600,000, resulting in a gain in the amount of approximately $161,000. No proceeds were used to settle the associated Purchase Money Note and accrued interest which had a total outstanding balance of approximately $2,514,000, resulting in forgiveness of indebtedness income. On June 18, 1999, the Partnership's limited partnership interest in Carlton Terrace Apartments, Limited Partnership was sold to the general partners for $589,623, resulting in a gain in the amount of approximately $1,675,000. No proceeds were used to settle the associated Purchase Money Note and accrued interest which had a total outstanding balance of approximately $3,323,000, resulting in forgiveness of indebtedness income. The Purchase Money Notes were assumed by the Local Partnership. On June 18, 1999, the Partnership's limited partnership interest in Villa Apollo Associates Limited Partnership was sold to the general partners for $220,138, resulting in a gain in the amount of approximately $372,000. The Purchase Money Notes were assumed by the Local Partnership. No proceeds were used to settle the associated Purchase Money Note and accrued interest which had a total outstanding balance of approximately $2,129,000, resulting in forgiveness of indebtedness income. On June 18, 1999, the Partnership's limited partnership interest in Villa Apollo #2 Associates Limited Partnership was sold to the general partners for $562,136, resulting in a gain in the amount of approximately $1,709,000. The Purchase Money Notes were assumed by the Local Partnership. No proceeds were used to settle the associated Purchase Money Note and accrued interest which had a total outstanding balance of approximately $4,728,000, resulting in forgiveness of indebtedness income. -153- CAMBRIDGE ADVANTAGED PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 25, 2002 On December 14, 1999, the property and related assets and liabilities of Oakbrook Villa Apartments were sold to an unaffiliated third party for $8,350,000, resulting in a loss in the amount of approximately $522,000. The Partnership used approximately $2,438,000 of the net proceeds to settle the remaining principal balance of the Purchase Money Note and accrued interest thereon which amounted to $7,205,000, resulting in forgiveness of indebtedness income of approximately $4,366,000. On October 18, 1999, the Partnership's limited partnership interest and the related Purchase Money Note and interest thereon in Cranbrook Manor Apartments ("Cranbrook") was assigned to a third party effective January 1, 2000, resulting in a gain of approximately $2,888,000. Fees due to an affiliate in the amount of approximately $46,000 were forgiven resulting in forgiveness of indebtedness income. On January 6, 2000, the property and related assets and liabilities of Bellfort Apts. ("Bellfort") were sold to an unaffiliated third party for $175,100, resulting in a loss in the amount of approximately $4,445,000. No proceeds were used to settle the associated Purchase Money Note and accrued interest which had a total outstanding balance of approximately $11,511,000, operating deficit loans and advances of approximately $558,000 and various payables of $162,000 resulting in forgiveness of indebtedness income. On March 7, 2000, the property and related assets and liabilities of Conifer 307 ("Fircrest") were sold to an unaffiliated third party for $2,500,000, resulting in a gain in the amount of approximately $1,457,000. Approximately $1,397,000 of the proceeds was used to pay off the Purchase Money Note. On March 31, 2000, the Partnership's limited partnership interest in Caroline Forest Apartments ("Caroline Forest") was sold to the Purchase Money Note holder for $90,000, resulting in a loss in the amount of approximately $338,000. No proceeds were used to settle the associated Purchase Money Note and accrued interest which had a total outstanding balance of approximately $1,736,000, resulting in forgiveness of indebtedness income. On June 30, 2000, the Partnership sold 1% of its interest in Bonnie Doone Apartments, Florence Apartments, Dickens Ferry Apartments and Decatur Apartments to the Purchase Money Note holder, in each case, for $100. Simultaneously, the Partnership assigned its remaining interest of 97.99% in each of such four Local Partnerships and the related Purchase Money Notes and interest thereon to the Purchase Money Note holder, resulting in gains of approximately $1,903,000, $2,373,000, $2,091,000 and $2,867,000, respectively. On July 14, 2000, the property and related assets and liabilities of Casa Ramon Apartments were sold to an unaffiliated third party for $4,500,000, resulting in a gain of approximately $2,999,000. The Partnership used approximately $3,062,000 of the proceeds to pay off the Purchase Money Note and accrued interest thereon which had a total outstanding balance of approximately $3,172,000 resulting in forgiveness of indebtedness income of approximately $111,000. On November 7, 2000, the property and related assets and liabilities of Cloisters Associates, Ltd. ("Sundown") were sold to an unaffiliated third party for $2,800,000, resulting in a gain of approximately $713,000. The Partnership used approximately $519,000 of the proceeds to pay off the Purchase Money Note and accrued interest thereon, which amounted to $4,825,000, resulting in forgiveness of indebtedness income of approximately $4,306,000. -154- CAMBRIDGE ADVANTAGED PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 25, 2002 On December 18, 2000, the Partnership's limited partnership interest in Solemar at South Dartmouth, L.P. ("Solemar") was sold to a third party for $501,000, resulting in a loss in the amount of $2,369,000. The Purchase Money Note was assumed by the Local Partnership. No proceeds were used to settle the associated Purchase Money Note and accrued interest thereon, which had a total outstanding balance of approximately $5,473,000, resulting in a gain on sale of property. On December 19, 2000, the property and related assets and liabilities of Conifer 208 ("Conifer") were sold to an unaffiliated third party for $1,750,000, resulting in a gain of approximately $846,000. The Partnership used approximately $1,231,000 of the proceeds to settle the associated Purchase Money Note and accrued interest thereon, which had a total outstanding balance of approximately $1,691,000, resulting in forgiveness of indebtedness income of approximately $460,000. On December 20, 2000, the property and related assets and liabilities of Cedarbay, Ltd. ("Cedarbay") were sold to an unaffiliated third party for $2,049,600, resulting in a gain of approximately $52,000. The Partnership used approximately $228,000 of the proceeds to settle the associated Purchase Money Note and accrued interest thereon, which had a total outstanding balance of approximately $3,157,000, resulting in forgiveness of indebtedness income of approximately $2,943,000 inclusive of forgiveness of approximately $14,000 in accounts payable. On January 5, 2001, the property and the related assets and liabilities of West Scenic Apartments, Ltd. ("West Scenic") were sold back to the Purchase Money Note Holder for $1,188,000 resulting in a loss of approximately $973,000. No proceeds were used to settle the associated Purchase Money Note and accrued interest thereon, which had a total outstanding balance of approximately $3,839,000, resulting in forgiveness of indebtedness income during the 2001 Fiscal Year. On March 30, 2001 Nu-Elm Apartments ("Nu-Elm") entered into a purchase and sale agreement with an unaffiliated third party for a purchase price of $1,300,000. The contract has expired and the property was placed back on the market. On April 11, 2001, the property and related assets and liabilities of Tall Pines ("Tall Pines") were sold to an unaffiliated third party for $2,145,000, resulting in a gain of approximately $751,000. The Partnership used approximately $1,015,000 of the proceeds to pay off the Purchase Money Note and accrued interest thereon, which had a total outstanding balance of $3,424,000, resulting in forgiveness of indebtedness income of approximately $2,409,000. On April 20, 2001, the property and related assets and liabilities of Northwoods III Apartments were sold to an unaffiliated third party for $3,316,000, resulting in a gain of approximately $1,266,000. The Partnership used approximately $791,000 of the proceeds to pay off the Purchase Money Note and accrued interest thereon, which had a total outstanding balance of $1,756,000, resulting in forgiveness of indebtedness income of approximately $965,000. On May 10, 2001, the property and related assets and liabilities of Ware Manor Associates ("Ware Manor") were sold to an unaffiliated third party for $1,364,500, resulting in a gain of approximately $389,000. The Partnership used approximately $472,000 of the proceeds to pay off the Purchase Money Note and accrued interest thereon, which had a total outstanding balance of $1,846,000, resulting in forgiveness of indebtedness income of approximately $1,374,000. -155- CAMBRIDGE ADVANTAGED PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 25, 2002 On May 21, 2001, Lexington Village ("Lexington") entered into a purchase and sale agreement with an unaffiliated third party purchaser for a purchase price of $1,350,000. The closing is expected to occur in late 2002. No assurance can be given that the closing will actually occur. On June 27, 2001, the property and related assets and liabilities of Oakwood Manor ("Oakwood") were sold to an unaffiliated third party purchaser for $3,099,000, resulting in a loss of approximately $145,000. The Partnership used approximately $1,077,000 of the proceeds to pay off the Purchase Money Note and accrued interest thereon, which had a total outstanding balance of $6,803,000 resulting in forgiveness of indebtedness income of approximately $5,726,000. On July 20, 2001, the property and related assets and liabilities of Washington Highland Apts. ("Washington Highland") were sold to an unaffiliated third party purchaser for $800,000, resulting in a loss of approximately $482,000. The Partnership used approximately $238,000 of the proceeds to pay off the Purchase Money Note and accrued interest thereon, which had a total outstanding balance of $1,905,000 resulting in forgiveness of indebtedness income of approximately $1,668,000. On August 14, 2001, the Partnership's Limited Partnership Interest in Southside Village Apts. ("Southside") was sold to the Local General Partner for $5,000, resulting in a loss in the amount of $218,000. The Partnership was released from the associated Purchase Money Note and accrued interest thereon, which had a total outstanding balance of approximately $3,926,000, resulting in gain on sale of property of such amount. On August 14, 2001 the Partnership's Limited Partnership Interest in University Gardens Apts. ("University") was sold to the Local General Partner for $5,000, resulting in a loss in the amount of $330,000. The Partnership was released from the associated Purchase Money Note and accrued interest thereon, which had a total outstanding balance of approximately $3,246,000, resulting in gain on sale of property of such amount. On August 15, 2001 the Partnership's Limited Partnership Interest in Hackley Village ("Hackley") was assigned to the Local General Partner resulting in a loss of approximately $522,000. The Partnership paid approximately $9,000 to settle the associated Purchase Money Note and accrued interest thereon, which had a total outstanding balance of approximately $1,816,000, resulting in gain on sale of property of such amount. On September 20, 2001, Shelton Beach Apartments, Ltd. ("Shelton Beach") entered into a purchase and sale agreement with an unaffiliated third party purchaser for a purchase price of $2,333,333. Subsequently, on April 30, 2002, the property and related assets and liabilities were sold (see Note 12). On September 20, 2001, Northpointe II Apartments, Ltd. ("Northpointe II") entered into a purchase and sale agreement with an unaffiliated third party purchaser for a purchase price of $1,666,667. Subsequently, on April 30, 2002, the property and related assets and liabilities were sold (see Note 12). On November 13, 2001, the property and related assets and liabilities of Seymour O'Brien Manor Apts. ("Seymour O' Brien") were sold to an unaffiliated third party for $920,000, resulting in a loss of approximately $126,000. No proceeds were used to settle the Purchase Money Note and -156- CAMBRIDGE ADVANTAGED PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 25, 2002 accrued interest thereon, resulting in forgiveness of indebtedness income of approximately $1,842,000. On November 20, 2001, the property and related assets and liabilities of Vincennes NiBlack Apts. ("Autumn Ridge") were sold to a unaffiliated third party for $2,500,000, resulting in a loss of approximately $262,000. No proceeds were used to settle the Purchase Money Note and accrued interest thereon, resulting in forgiveness of indebtedness income of approximately $3,567,000. On December 4, 2001, the Partnership's Limited Partnership Interests in Greenwood Manor, Henslee Heights, Hereford Manor, Malvern Manor, and Southwest Apartments were sold to the Local General Partner effective January 1, 2002 for $11,988, $27,972, $11,988, $7,920, and $9,990, resulting in losses of approximately $264,000, $685,000, $329,000, $303,000, and $159,000, respectively. No proceeds were used to settle the related Purchase Money Notes and interest thereon which were assigned to the Local General Partner, resulting in gains on sale of properties of approximately $2,153,000, $2,692,000, $1,682,000, $1,769,000, and $1,480,000, respectively. On February 14, 2002, the property and related assets and liabilities of Nottingham Woods Apartments were sold to an unaffiliated third party for $1,900,000, resulting in a gain of approximately $1,123,000. The Partnership used approximately $488,000 of the proceeds to settle the associated Purchase Money Note and accrued interest thereon, which had a total outstanding balance of approximately $3,251,000. Approximately $2,763,000 is included in accounts payable, accrued expenses and other liabilities of March 25, 2002 and will result in forgiveness of indebtedness income during the 2002 Fiscal Year. On February 15, 2002, the property and related assets and liabilities of Robindale East Apartments were sold to an unaffiliated third party for $735,519, resulting in a loss of approximately $479,000. No proceeds were used to settle the related Purchase Money Note and accrued interest thereon, which had a total outstanding balance of approximately $2,904,000, which is included in accounts payable, accrued expenses and other liabilities at March 25, 2002 and will result in forgiveness of indebtedness income during the 2002 Fiscal Year. NOTE 11 - Commitments and Contingencies a) Subsidiary Partnerships - Events of Default and Going Concern The financial statements for two subsidiary partnerships have been prepared assuming they will continue as a going concern. The circumstances described below raise substantial doubt about the subsidiary partnerships' abilities to continue as a going concern. The auditors for these subsidiary partnerships modified their reports on the 2001 Fiscal Year financial statements due to the uncertainty of the subsidiary partnerships' abilities to continue as a going concern. The financial statements do not include any adjustments that would be necessary in the event the subsidiary partnerships are unable to continue as a going concern. SARALAND APARTMENTS, LTD. ------------------------- Saraland Apartments, Ltd. ("Saraland") has been placed on the Environmental Protection Agency's (EPA) "Superfund Cleanup List". During the year ended December 31, 1996, the tenants of Saraland were moved to temporary housing to facilitate cleanup of the site. However, as of February 1997, the EPA, along with other agencies, concluded that the apartment -157- CAMBRIDGE ADVANTAGED PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 25, 2002 residents should not return to the site, and the tenants were permanently relocated. The EPA has since concluded that the apartments will have to be demolished in order to accomplish the removal of contamination that has been found to exist underneath the buildings. On March 21, 2001, Saraland filed a petition for relief under Chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the Northern District of Texas, Dallas Division. The schedules list total assets valued at $924 and liabilities of $12,962,501. The value of the land is listed as undetermined and the Department of Housing and Urban Development ("HUD") possesses a secured claim related to mortgages it holds in the estimated amount of $681,527. The filing was commenced in response to a nonjudicial foreclosure brought by HUD. The remaining liabilities consist of unsecured nonpriority claims, the bulk of which relate to a claim held by the U.S. Environmental Protection Agency ("USEPA") and Rentokil Initial Environmental Services, Inc., in the amount of $12,000,000. This claim relates to a lawsuit under Section 107 of the Comprehensive Environmental Response, Compensation and Liability Act, which is currently pending in the District Court for the Southern District of Alabama (the "District Court") against Saraland and others who it claims are potentially responsible parties. Redwing Carriers, Inc., a codefendant in the USEPA lawsuit, has commenced an action, also in the District Court, to recover all or a pro rata share of its environmental response costs from Saraland and others. Another lawsuit, pending in Circuit Court, Mobile County, Alabama, was filed by the former tenants of Saraland against Saraland and Redwing and is also related to the environmental issues. The Debtor has filed an Amended Plan of Reorganization which will be considered by the Bankruptcy Court this summer. The plan provides for resolution of HUD, EPA and general unsecured claims. The plan also requires the holders of partnership interests, including the Partnership, to make new capital contributions to preserve their interests in the reorganized company. Due to the uncertainty of the outcome of these lawsuits, no loss contingency has been accrued in the accompanying financial statements. The Local Partnership has virtually abandoned the property, and is not making payments on its mortgage loan. The above conditions raise substantial doubt about Saraland's ability to continue as a going concern. These financial statements do not include any adjustments that might result from the outcome of these uncertainties. The Partnership's investment in Saraland was reduced to $0 by prior and current years' losses at March 25, 2002 and 2001, respectively, and the minority interest balance was $21,000 and $21,000, respectively. Saraland's net loss after minority interest amounted to approximately $36,000, $32,000 and $20,000 for the 2001, 2000 and 1999 Fiscal Years, respectively. OAKWOOD MANOR, LTD. ------------------- The financial statements of Oakwood Manor, Ltd. ("Oakwood") have been prepared assuming that Oakwood will continue as a going concern. On June 27, 2001, Oakwood sold its sole revenue producing asset, an apartment complex, to an unaffiliated third party purchaser for $3,090,000. This factor raises substantial doubt about Oakwood's ability to continue as a going concern. The financial statements of Oakwood do not include any adjustments that might -158- CAMBRIDGE ADVANTAGED PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 25, 2002 result from the outcome of this uncertainty, if Oakwood is unable to continue as a going concern. b) Subsidiary Partnership - Other MCCONNELL V. HUTTON ADVANTAGED PROPERTIES L.P. ---------------------------------------------- On or about November 3, 1999, eight alleged holders of beneficial interests in Purchase Money Notes issued by the Partnership in connection with the Partnership's acquisition of Limited Partnership Interests in the West Scenic, Oakwood and Robindale Local Partnerships brought an action in the Chancery Court of Pulaski County, Arkansas, entitled McConnell, et al., v. Hutton Advantaged Properties Limited Partnership, et al., Case No. EQ 99-5769 (the "McConnell Action"). Plaintiffs' original complaint contained a single count alleging fraud in connection with the Partnership's acquisition of limited partnership interests in those three Local Partnerships and named as defendants the Partnership, its general partners, its special limited partner and the general partner of the special limited partner, as well as two other defendants who are not affiliated with the Partnership. On or about December 27, 1999, the plaintiffs in the McConnell Action amended their complaint to add a second count alleging that the Purchase Money Notes involved in the McConnell Action had matured and were in default. Defendants (other than the two defendants who are not affiliated with the Partnership) have reached a written agreement with plaintiffs to settle the claims between them, which settlement contemplates the sale of real property owned by the West Scenic, Oakwood, and Robindale limited partnerships and an allocation of the sale proceeds between the plaintiffs, the Partnership and others. On January 5, 2001, the property and the related assets and liabilities of West Scenic were sold. On June 27, 2001, the property and related assets and liabilities of Oakwood were sold. On February 15, 2002, the property and related asset and liabilities of Robindale East were sold (see Notes 4 and 10 for a description of such sales). SOUTHWEST APARTMENTS LTD. (THE GOSSERS) --------------------------------------- In or around November 1999, the Partnership received correspondence from an attorney representing Dr. and Mrs. Bob Gosser, (the "Gossers") who are allegedly the holders of beneficial interests in Purchase Money Notes issued by the Partnership in connection with the Partnership's acquisition of limited partnership interests in Southwest Apartments, Ltd. Local partnership in December 1984. Those Purchase Money Notes issued by the Partnership have, on their face, matured and have not been paid in full. The Partnership thereafter entered into a settlement agreement with the Gossers which contemplated the sale of the real property owned by Southwest Apartments, Ltd. and an allocation of the proceeds from the sale between the Gossers, the Partnership and others. Subsequently, the Partnership sold its partnership interest in Southwest Apartments, Ltd. to Marshall B. Coffman, subject to the agreement with the Gossers and pursuant to which Coffman agreed to indemnify the Partnership in the event of a suit brought by the Gossers. On April 29, 2002, counsel for the Gossers threatened to bring suit against the Partnership and Coffman unless Coffman complied with the obligations set forth in the agreement. The Partnership promptly placed Coffman on notice that in the event the Partnership is sued by the Gossers, the Partnership will seek to hold Coffman liable pursuant to the indemnification given by him for all damages sustained by the Partnership including but not limited to its attorneys' fees. -159- CAMBRIDGE ADVANTAGED PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 25, 2002 UNIVERSITY GARDENS APARTMENTS, LTD. AND SOUTHSIDE VILLAGE APARTMENTS, LTD. -------------------------------------------------------------------------- By letters dated December 29, 1999, from counsel for Skyline Properties, Inc., Trustee of the University Gardens Apartments, Ltd. Partners Liquidating Trust and Southside Village Apartments, Ltd. Partners Liquidating Trust, ("Skyline"), the Partnership was informed of Skyline's intent to file an involuntary substitution affidavit pursuant to Section 7.1 of the relevant security agreements. Pursuant to a standstill agreement between the parties, on August 14, 2001, both properties' Limited Partnership Interests were sold (see Notes 4 and 10). c) Management Agreement The subsidiary partnerships have entered into management agreements of which some are with affiliates of the subsidiaries' general partners, which require annual fees ranging from approximately 4% to 13% of gross rental revenues. Such management fees amounted to $889,446, $1,395,709, and $1,957,698 for the 2001, 2000 and 1999 Fiscal Years, respectively. d) Uninsured Cash and Cash Equivalents The Partnership maintains its cash and cash equivalents in various banks. Accounts at each bank are guaranteed by the Federal Deposit Insurance Corporation ("FDIC") up to $100,000. As of March 25, 2002, uninsured cash and cash equivalents approximated $2,159,000. e) Housing Assistance Payments Contracts In September 1997, Congress enacted the Multi-Family Assisted Housing Reform and Affordability Act of 1997 ("MAHRA") which provides for the renewal of Section 8 Housing Assistance Payments Contracts ("Section 8 Contracts") to be based upon market rentals in instances where the existing Section 8 Contracts exceed current market rents. As a result, Section 8 Contracts that are renewed in the future in projects insured by the Federal Housing Administration ("FHA") may not provide sufficient cash flow to permit owners of properties to meet the debt service requirements of these existing FHA-insured mortgages. MAHRA also provides for the restructuring of these mortgage loans so that the annual debt service on the restructured loan (or loans) can be supported by Section 8 rents established at the market rents. The restructured loans will be held by the current lender or another lender. There can be no assurance that a property owner will be permitted to restructure its mortgage indebtedness pursuant to the new rules implementing MAHRA or that an owner, or the holder of the mortgage, would choose to restructure the mortgage if it were able to participate. MAHRA went into effect on September 11, 1998 when interim regulations implementing the program were published. It should be noted that there are many uncertainties as to the economic and tax impact on a property owner because of the combination of the reduced Section 8 contract rents and the restructuring of the existing FHA-insured mortgage loan under MAHRA. On October 21, 1998 President Clinton signed the Fiscal Year 1999 Departments of Veteran Affairs, Housing and Urban Development and Independent Agencies Appropriation Legislation into law. The bill provides, among other things, that owners of a property that was eligible for prepayment had to give notice of such prepayment to HUD tenants and to the chief executive of the state or local government for the jurisdiction in which the housing is located. The notice must be provided not less than 150 days, but not more than 270 days, before such payment. Moreover, the owner may not increase the rent charged to tenants for a period of 60 days following such prepayment. The bill also provides for tenant-based vouchers for eligible -160- CAMBRIDGE ADVANTAGED PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 25, 2002 tenants (generally below 80% of area median income) at the true comparable market rents for unassisted units in order to protect current residents from substantial increases in rent. On October 20, 1999, President Clinton signed FY 2000 VA, the HUD Independent Agencies Appropriations Act (the "Appropriations Act"). The Appropriations Act contains revisions to the HUD Mark-to-Market Program and other HUD programs concerning the preservation of the HUD housing stock. On December 29, 1999 HUD issued Notice H99-36 addressing "Project Based Section 8 Contracts Expiring in Fiscal Year 2000" reflecting the changes in the Appropriations Act and superceding earlier HUD Notices 98-34, 99-08, 99-15, 99-21 and 99-32. Notice 99-36 clarifies many of the earlier uncertainties with respect to the earlier HUD Section 8 Mark-to-Market Programs and continued the Mark-up-to-Market Program which allows owners with Section 8 contracts to increase the rents to market levels where contract rents are currently below market. f) Other The Partnership is subject to the 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 25% of the properties are located in any single state. There are also substantial risks associated with owning properties receiving government assistance, for example the possibility that Congress may not appropriate funds to enable HUD to make rental assistance payments. HUD also restricts annual cash distributions to partners based on operating results and a percentage of the owner's equity contribution. 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 contracts expire. NOTE 12 - Subsequent Events On April 30, 2002, the property and related assets and liabilities of Shelton Beach Apartments ("Northpointe I") were sold to an unaffiliated third party for $2,333,333, resulting in a gain of approximately $417,000. The Partnership used approximately $1,032,000 of proceeds to settle the associated Purchase Money Note and accrued interest thereon, which had a total outstanding balance of approximately $3,265,000, resulting in forgiveness of indebtedness income of approximately $2,232,000. On April 30, 2002, the property and related assets and liabilities of Northpointe II were sold to an unaffiliated third party for $1,666,667 resulting in a gain of approximately $286,000. The Partnership used approximately $517,000 of the proceeds to settle the associated Purchase Money Note and accrued interest thereon, which had a total outstanding balance of approximately $2,119,000, resulting in forgiveness of indebtedness income of approximately $1,602,000. -161- CAMBRIDGE ADVANTAGED PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 25, 2002 On May 9, 2002, the property and related assets and liabilities of Huntley #1 were sold to the Local General Partner for approximately $1,750,000, resulting in a loss of approximately $391,000. The Partnership used approximately $865,000 of the proceeds to settle the associated Purchase Money Note and accrued interest thereon, which had a total outstanding balance of approximately $2,645,000, resulting in forgiveness of indebtedness income of approximately $1,780,000. On May 9, 2002, the property and related assets and liabilities of Huntley #2 were sold to the Local General Partner for approximately $1,750,000, resulting in a gain of approximately $82,000. The Partnership used approximately $865,000 of the proceeds to settle the associated Purchase Money Note and accrued interest thereon, which had a total outstanding balance of approximately $1,725,000, resulting in forgiveness of indebtedness income of approximately $860,000. On May 21, 2002, Pinewood Village ("Conifer 317") entered into a purchase and sale agreement with an unaffiliated third party purchaser for a purchase price of $2,000,000. The closing is expected to occur in late 2002. No assurance can be given that the closing will actually occur. On May 30, 2002, the property and related assets and liabilities of Lexington Village ("Lexington") were sold to an affiliate of the Local General Partner for approximately $1,350,000, resulting in a gain of approximately $343,000. The Partnership used approximately $592,000 of the proceeds to settle the associated Purchase Money Note and accrued interest thereon, resulting in forgiveness of indebtedness income of approximately $2,853,000. -162- Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. Not applicable PART III Item 10. Directors and Executive Officers of the Registrant. The Partnership has no directors or executive officers. The Partnership's affairs are managed and controlled by the General Partners. Assisted Housing Associates, Inc. ("Assisted General Partner"), Related Beta Corporation ("Related General Partner") and Cambridge/Related Associates Limited Partnership ("Cambridge/Related") are all affiliates of Related. The general partner of Related is The Related Realty Group, Inc., of which Stephen M. Ross is president, director and a stockholder. The General Partners will manage and control the affairs of the Partnership directly and by engaging other affiliates of Related. The general partners of Cambridge/Related are the Assisted General Partner and The Related General Partner. The Assisted General Partner was incorporated in Delaware on June 25, 1985 and the Related General Partner was incorporated in Delaware on January 23, 1984. On November 25, 1997, an affiliate of the Related General Partner purchased 100% of the stock of the Assisted General Partner (the "Transfer"), then an affiliate of Lehman Brothers, Inc. The Assisted General Partner is also a partner of Cambridge/Related and, therefore, as a result of the Transfer, such affiliate also acquired the Assisted General Partner's general partner interest in Cambridge/Related and C/R Special Partnership, the special limited partner of the Partnership. In connection with the Transfer, the Partnership paid to the Assisted General Partner the accrued asset management fees owed to it in the aggregate amount of $1,334,116. Certain information concerning the directors and executive officers of the General Partners is set forth below. The directors and executive officers of the Related General Partner are as follows:

~~CAMBRIDGE~~NAME ~~ADVANTAGED~~POSITION PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES SCHEDULE I CONDENSED FINANCIAL INFORMATION OF REGISTRANT CAMBRIDGE ADVANTAGED PROPERTIES LIMITED PARTNERSHIP CONDENSED STATEMENTS OF CASH FLOWS Increase (Decrease) in Cash and Cash Equivalents Year Ended March 25, 2001 2000 1999 ----~~--------------~~ --------~~----------~~ ~~------------------~~Stephen ~~Cash~~M. ~~flows~~Ross ~~from~~Director ~~operating~~Alan ~~activities:~~P. ~~Net~~Hirmes ~~income~~President $Stuart ~~15,183,501~~J. $Boesky ~~2,333,657~~Vice $President ~~324,293~~Denise ~~------------~~Kiley ~~-----------~~Vice ~~----------~~President ~~Adjustments~~Marc toD. ~~reconcile~~Schnitzer ~~net~~Vice ~~income~~President toMark ~~net~~E. ~~cash~~Carbone ~~used~~Vice inPresident ~~operating~~Glenn ~~activities:~~F. ~~Gain~~Hopps onTreasurer ~~sale~~Teresa ofWicelinski investments in subsidiary partnerships (14,076,580) (4,628,105) (7,524,849) Forgiveness of indebtedness income (9,542,034) (2,513,753) 0 Equity in (income) loss of subsidiary partnerships (1,564,867) (1,824,442) 622,434 (Increase) decrease in other assets (390,293) 11,565 (12,823) Increase (decrease) in liabilities: Due to general partners and affiliates 226,542 377,815 905,084 Due to selling partners 8,559,575 6,632,833 4,933,026 Payments to selling partners (3,462,448) (1,067,005) (239,872) Other liabilities (48,026) (198,302) 261,213 -------------- ----------- ---------- Total adjustments (20,298,131) (3,209,394) (1,055,787) ----------- ----------- ---------- Net cash used in operating activities (5,114,630) (875,737) (731,494) ------------ ------------ ----------- Cash flows from investing activities: Proceeds from sale of investments in subsidiary partnerships 553,995 1,509,325 600,000 Distributions from subsidiaries 6,430,304 5,389,892 264,211 ------------ --------- ---------- Net cash provided by investing activities 6,984,299 6,899,217 864,211 ------------ --------- ---------- Cash flows from financing activities: Principal payments of purchase money notes payable (2,266,919) (484,965) 0 Increase in purchase money notes payable 5,208 0 160,197 Distributions to partners 0 (2,000,137) 0 ------------------- ---------- --------------- Net cash (used in) provided by financing activities (2,261,711)(2,485,102) 160,197 ------------ --------------------- Net (decrease) increase in cash and cash equivalents (392,042) 3,538,378 292,914 Cash and cash equivalents, beginning of year 3,866,045 327,667 34,753 ------------ ----------- ---------- Cash and cash equivalents, end of year $ 3,474,003 $ 3,866,045 $ 327,667 =========== =========== ==========Secretary

-163- STEPHEN M. ROSS, 62, is President, Director and shareholder of The Related Realty Group, Inc., the General Partner of The Related Companies, L.P. He graduated from the University of Michigan School of Business Administration with a Bachelor of Science degree and from Wayne State University School of Law with a Juris Doctor degree. Mr. Ross then received a Master of Laws degree in taxation from New York University School of Law. He joined the accounting firm of Coopers & Lybrand in Detroit as a tax specialist and later moved to New York, where he worked for two large Wall Street investment banking firms in their real estate and corporate finance departments. Mr. Ross formed the predecessor of The Related Companies, L.P. ("TRCLP") in 1972 to develop, manage, finance and acquire subsidized and conventional apartment developments. Mr. Ross also serves on the Board of Trustees of Charter Municipal Mortgage Acceptance Company. ALAN P. HIRMES, 47, has been a Certified Public Accountant in New York since 1978. Prior to joining Related Capital Company ("Capital") in October 1983, Mr. Hirmes was employed by Weiner & Co., Certified Public Accountants. Mr. Hirmes is also a Vice President of Capital. Mr. Hirmes graduated from Hofstra University with a Bachelor of Arts degree. Mr. Hirmes also serves on the Board of Directors of Aegis Realty, Inc., Charter Municipal Mortgage Acceptance Company and American Mortgage Acceptance Company. STUART J. BOESKY, 46, practiced real estate and tax law in New York City with the law firm of Shipley & Rothstein from 1984 until February 1986 when he joined Capital. From 1983 to 1984, Mr. Boesky practiced law with the Boston law firm of Kaye, Fialkow Richard & Rothstein (which subsequently merged with Strook & Strook & Lavan) and from 1978 to 1980 was a consultant specializing in real estate at the accounting firm of Laventhol & Horwath. Mr. Boesky graduated from Michigan State University with a Bachelor of Arts degree and from Wayne State School of Law with a Juris Doctor degree. He then received a Master of Laws degree in Taxation from Boston University School of Law. Mr. Boesky also serves on the Board of Directors of Aegis Realty, Inc., Charter Municipal Mortgage Acceptance Company and American Mortgage Acceptance Company. DENISE L. KILEY, 42, is responsible for overseeing the due diligence and asset management of all multifamily residential properties invested in RCC sponsored corporate, public and private equity and debt funds. Prior to joining Capital in 1990, Ms. Kiley had experience acquiring, financing and asset managing multifamily residential properties. From 1981 through 1985 she was an auditor with Price Waterhouse. Ms. Kiley holds a Bachelor of Science in Accounting from Boston College. MARC D. SCHNITZER, 41, joined Capital in January 1988 after receiving his Master of Business Administration degree from The Wharton School of The University of Pennsylvania in December 1987. From 1983 to 1986, Mr. Schnitzer was a Financial Analyst with The First Boston Corporation in New York, an international investment banking firm. Mr. Schnitzer received a Bachelor of Science degree, summa cum laude, in Business Administration, from the School of Management at Boston University in May 1983. MARK E. CARBONE, 45, rejoined Capital in 1998 where his primary responsibility has been disposition of real estate. From 1994 to 1998 he was President of WHC, Inc., a distressed asset real estate fund. From 1986 to 1994 he was President of Marigold Real Estate and Development, Inc., a real estate development company located in Greenwich, CT. From 1979 to 1986 he was a Vice President at Related Capital Company. He received a Bachelor of Arts in Government from Harvard University in 1979. GLENN F. HOPPS, 39, joined Capital in December 1990, and prior to that date Mr. Hopps was employed by Marks Shron & Company and Weissbarth, Altman and Michaelson certified pub- -164- lic accountants. Mr. Hopps graduated from New York State University at Albany with a Bachelor of Science Degree in Accounting. TERESA WICELINSKI, 36, joined Capital in June 1992, and prior to that date was employed by Friedman, Alpren & Green, certified public accountants. Ms. Wicelinski, graduated from Pace University with a Bachelor of Arts Degree in Accounting. The directors and executive officers of the Assisted General Partner are as follows:

CAMBRIDGE ADVANTAGED PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES SCHEDULE III REAL ESTATE AND ACCUMULATED DEPRECIATION Partnership Property Pledged as Collateral MARCH 25, 2001 Cost (a) Life on which Capitalized Depreciation in Initial Cost to Partnership Subsequent to Gross Amount ----------------------------- -------------- at which Carried At Close of Period Latest Income ----------------------------------- Buildings and Acquisition: Buildings and Accumulated Date of Date Statement is Subsidiary Partnership's Residential Property Encumbrances Land Improvements Improvements --------------------------------------------- ------------ ------------------------- ------------ Land Improvements Total Depreciation Construction Acquired ------------- ------------ -------------- ------------ ------------ -------- Computed(b)(c) CAMBRIDGE ADVANTAGED PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES SCHEDULE III REAL ESTATE AND ACCUMULATED DEPRECIATION Partnership Property Pledged as Collateral MARCH 25, 2001 (continued) Cost (a) Life on which Capitalized Depreciation in Initial Cost to Partnership Subsequent to Gross Amount ----------------------------- -------------- at which Carried At Close of Period Latest Income ----------------------------------- Buildings and Acquisition: Buildings and Accumulated Date of Date Statement is Subsidiary Partnership's Residential Property Encumbrances Land Improvements Improvements --------------------------------------------- ------------ ------------------------- ------------ Land Improvements Total Depreciation Construction Acquired ------------- ------------ -------------- ------------ ------------ -------- Computed(b)(c) (10) Pebble Creek $3,836,882 $ 266,942 $ 4,968,283 $1,451,547 $ 266,942 6,419,830 $ 6,686,772 (2,822,309) (c) Nov. 1984 5 - 27.5 (1) Knollwood I (e) 0 311,807 5,924,337 (6,236,144) 0 0 0 0 (c) Sept. 1984 30 (1) Knollwood II (e) 0 310,663 5,902,600 (6,213,263) 0 0 0 0 (c) Sept. 1984 30 (1) Knollwood III (e) 0 310,257 5,899,971 (6,210,228) 0 0 0 0 (c) Sept. 1984 30 (1) Knollwood IV (e) 0 210,423 3,998,047 (4,208,470) 0 0 0 0 (c) Sept. 1984 30 (1) Parklane II (e) 0 228,684 4,344,999 (4,573,683) 0 0 0 0 (c) Sept. 1984 30 (6) Northwoods III 2,958,518 183,789 3,492,002 32,432 183,789 3,524,434 3,708,223(1,899,590) (c) Oct. 1984 15 - 30 (1) Northpointe I (Shelton Beach) 2,194,825 156,968 2,982,380 152,664 156,968 3,135,044 3,292,012(1,687,687) (c) Nov. 1984 15 - 30 (1) Cedarbay (l) 0 184,523 3,505,947 (3,690,470) 0 0 0 0 (c) Sept. 1984 15 - 30 (1) Northpointe II 1,764,191 118,651 2,254,361 44,589 118,651 2,298,950 2,417,601(1,237,890) (c) Nov. 1984 15 - 30 (9) Rockdale West (i) 0 610,192 8,240,035 (8,850,227) 0 0 0 0 (c) Oct. 1984 15-27 (9) Buttonwood Acres (f) 0 382,930 4,392,292 (4,775,222) 0 0 0 0 (c) Oct. 1984 20 (9) Solemar I (m) 0 567,644 7,359,738 (7,927,382) 0 0 0 0 (c) Oct. 1984 15-27 (2) West Scenic 1,165,669 201,556 3,893,464 310,365 201,556 4,203,829 4,405,385(2,331,668) (c) Dec. 1984 10 - 30 (2) Greenwood Manor 1,197,634 84,416 1,603,982 68,369 84,416 1,672,351 1,756,767 (888,273) (c) Dec. 1984 30 (2) Henslee Heights 1,475,128 107,068 2,035,034 88,417 107,068 2,123,451 2,230,519 (970,494) (c) Dec. 1984 35 (2) Hereford Manor 899,163 70,391 1,319,817 52,683 70,391 1,372,500 1,442,891 (648,769) (c) Dec. 1984 35 (2) Oakwood Manor 4,029,415 295,312 5,627,044 564,992 295,312 6,192,036 6,487,348(3,471,288) (c) Dec. 1984 5 - 30 (2) Robindale East 1,614,859 121,808 2,314,340 175,877 121,808 2,490,217 2,612,025(1,374,076) (c) Dec. 1984 10 - 30 (12) Valley Arms (j) 0 257,254 2,648,264 (2,905,518) 0 0 0 0 (c) Dec. 1984 35 (2) Malvern Manor 1,011,094 73,494 1,396,388 6,480 73,494 1,402,868 1,476,362 (664,950) (c) Dec. 1984 35 (2) Southwest 886,522 68,995 1,310,896 16,691 68,995 1,327,587 1,396,582 (728,338) (c) Dec. 1984 30 (3) Lancaster Manor Associates (h) 0 392,991 7,476,427 (7,869,418) 0 0 0 0 (c) Dec. 1984 30 (16) Caroline Apartments (m) 0 122,239 1,804,976 (1,927,215) 0 0 0 0 (c) Nov. 1984 28 (1) Florence Apartments (m) 0 135,644 2,533,694 (2,669,338) 0 0 0 0 (c) Oct. 1984 15 - 30 (1) Saraland Apartments (g) 1,110,474 79,104 1,487,507 (1,566,611) 0 0 0 0 (c) Oct. 1984 5 - 30 (1) Bonnie Doone (m) 0 89,034 1,649,278 (1,738,312) 0 0 0 0 (c) Nov. 1984 27.5 - 30 (13) Pinewood Village (Conifer 317) 866,344 110,658 1,229,121 352,561 128,622 1,563,718 1,692,340 (754,653) (c) Nov. 1984 15 - 30 (17) Conifer Village (Conifer 208)(l) 0 83,189 1,569,170 (1,652,359) 0 0 0 0 (c) Nov. 1984 19 - 30 (13) Fircrest Manor (Conifer 307)(j) 0 133,179 1,479,049 (1,612,228) 0 0 0 0 (c) Nov. 1984 20 - 30 (4) Westminster Manor (f) 0 457,575 8,662,800 (9,120,375) 0 0 0 0 (c) Oct. 1984 30 (4) Northgate Townhouse (f) 0 336,820 6,280,710 (6,617,530) 0 0 0 0 (c) Oct. 1984 30 (15) Pecan Park I (i) 0 193,864 3,682,091 (3,875,955) 0 0 0 0 (c) Dec. 1984 30 (15) Pecan Park II (i) 0 187,760 3,481,597 (3,669,357) 0 0 0 0 (c) Dec. 1984 18 - 30 (15) Bicentennial Square (d) 0 1,147,629 6,576,179 (7,723,808) 0 0 0 0 (c) Dec. 1984 30 - 40 (15) Bellfort Arms (j) 0 1,130,077 6,996,265 (8,126,342) 0 0 0 0 (c) Nov. 1984 30 (8) Hathaway Court 2,874,841 217,960 4,157,713 263,408 217,960 4,421,121 4,639,081(3,466,145) (c) Nov. 1984 20 (5) Lexington Village 1,789,371 133,830 2,580,297 330,004 133,830 2,910,301 3,044,131(2,121,244) (c) Nov. 1984 15 - 27.5 (5) Ware Manor 1,419,269 108,955 2,079,603 466,901 108,955 2,546,504 2,655,459(1,766,693) (c) Nov. 1984 15 - 27.5 (14) Summer Arms 1,644,116 123,135 2,381,092 104,360 123,135 2,485,452 2,608,587 (1,805,555) (c) Nov. 1984 20 (12) Cabarrus Arms 1,206,802 102,987 1,850,151 247,918 102,987 2,098,069 2,201,056 (1,480,203) (c) Nov. 1984 7 - 20 (1) Sundown Apts. (Cloister)(l) 0 357,930 5,134,467 (5,492,397) 0 0 0 0 (c) Nov. 1984 10 - 20 (5) Tall Pines 1,797,777 166,974 2,657,152 715,215 166,974 3,372,367 3,539,341(2,320,371) (c) Nov. 1984 20 - 27.5 (1) Nottingham Woods 2,385,095 185,145 3,556,877 231,815 184,312 3,789,525 3,973,837(2,905,968) (c) Nov. 1984 10 - 20 (7) Seymour O'Brien Manor 1,042,171 77,893 1,483,726 332,996 77,893 1,816,722 1,894,615 (862,553) (c) Oct. 1984 5 - 27.5 (7) Washington Highlands 1,066,992 79,571 1,508,983 520,057 79,571 2,029,040 2,108,611 (860,257) (c) Oct. 1984 5 - 27.5 (7) Vincennes Niblack ("Autumn Ridge Apartments)2,389,212184,7183,502,697 999,575 184,718 4,502,272 4,686,990(1,953,385) (c) Oct. 1984 5 - 27.5 (11) Nu Elm 1,332,114 100,552 1,913,293 412,812 100,552 2,326,105 2,426,657 (1,126,582) (c) Oct. 1984 5 - 27.5 (3) Casa Ramon (l) 0 121,197 2,318,916 (2,440,113) 0 0 0 0 (c) Oct. 1984 5 - 27.5 (10) Hackley Village 963,901 80,562 1,530,639 39,699 80,562 1,570,338 1,650,900 (734,041) (c) Oct. 1984 5 - 27.5 (10) Huntley Associates I 1,603,926 125,087 2,376,634 400,110 125,087 2,776,744 2,901,831 (1,284,798) (c) Oct. 1984 5 - 27.5 (10) Huntley Associates II 1,206,424 98,140 1,864,671 313,229 98,140 2,177,900 2,276,040 (1,007,006) (c) Oct. 1984 5 - 27.5 (1) Decatur (m) 0 135,554 2,531,304 (2,666,858) 0 0 0 0 (c) Oct. 1984 15 - 40 (1) Dickens Ferry (m) 0 108,914 2,058,001 (2,166,915) 0 0 0 0 (c) Nov. 1984 15 - 40 (15) University Gardens 1,645,194 127,004 2,288,254 53,303 127,004 2,341,557 2,468,561 (1,534,094) (c) Nov. 1984 25 (15) Southside Villages 1,853,195 135,624 2,508,705 19,284 135,624 2,527,989 2,663,613 (1,653,296) (c) Nov. 1984 25 (10) Carlton Terrace (k) 0 755,304 8,627,605 (9,382,909) 0 0 0 0 (c) Dec. 1984 25 (10) Apollo Villa (k) 0 229,304 2,903,658 (3,132,962) 0 0 0 0 (c) Dec. 1984 25 (10) Apollo Villa II (k) 0 577,304 7,260,975 (7,838,279) 0 0 0 0 (c) Dec. 1984 25 (10) Cranbrook Manor (k) 0 261,948 3,510,485 (3,772,433) 0 0 0 0 (c) Dec. 1984 5 - 40 (10) Oakbrook Villa (j) 0 411,597 9,143,169 (9,554,766) 0 0 ----------------------------------------------------------------------------------- 0 0 (c) Dec. 1984 5 - 40 ----------------- ------------------ $51,231,118$14,730,719 $222,052,152$(151,438,734)$3,925,316$81,418,82 $85,344,137$(46,362,176) ========== ========== =========== ============ ========= ========== ===================== (a) No carrying costs have been capitalized since all properties were acquired after completion of construction. (b) Furniture and fixtures, included in buildings and improvements, are depreciated primarily by the straight-line method over the estimated useful lives ranging from 5 to 15 years. (c) Since all properties were acquired as operating properties, depreciation is computed using primarily the straight-line method over the estimated useful lives determined by the Partnership at date of acquisition. (d) The property and the related assets and liabilities were sold during the fiscal year ended March 25, 1997. See Note 10 in Item 8, Financial Statements and Supplementary Data. (e) The property and the related assets and liabilities were sold during the fiscal year ended March 25, 1998. See Note 10 in Item 8, Financial Statements and Supplementary Data. (f) The Partnership's Local Partnership Interests in these Local Partnerships were sold during the fiscal year ended March 25, 1998. See Note 10 in Item 8, Financial Statements and Supplementary Data. (g) During the fiscal year ended March 25, 1998, the Local Partnership's property was declared unsafe to live due to amounts of Benzene and Aldrene found to be present in the air of some apartments. See Note 11 in Item 8, Financial Statements and Supplementary Data. (h) The property and the related assets and liabilities were sold during the fiscal year ended March 25, 1999. See Note 10 in Item 8, Financial Statements and Supplementary Data. (i) The Partnership's Local Partnership Interests in these Local Partnerships were sold during the fiscal year ended March 25, 1999. See Note 10 in Item 8, Financial Statements and Supplementary Data. (j) The Property and the related assets and liabilities were sold during the fiscal year ended March 25, 2000. See Note 10 in Item 8, Financial Statements and Supplementary Data (k) The Partnership's Local Partnership Interests in these Local Partnerships were sold during the fiscal year ended March 25, 2000. See Note 10 in Item 8, Financial Statements and Supplementary Data (l) The Property and the related assets and liabilities were sold during the fiscal year ended March 25, 2001. (m) The Partnership's Local Partnership Interests in these Local Partnerships were sold during the fiscal year ended March 25, 2001. Geographic Locations: (1) Alabama, (2) Arkansas, (3) California, (4) Colorado, (5) Georgia, (6) Florida, (7) Indiana, (8) Kentucky, (9) Massachusetts, (10) Michigan, (11) Missouri, (12) North Carolina, (13) Oregon, (14) South Carolina, (15) Texas, (16) Virginia, (17) Washington.

MICHAEL BRENNER, 56, is the Executive Vice President and Chief Financial Officer of TRCLP. Prior to joining TRCLP in 1996, Mr. Brenner was a partner with Cooper & Lybrand, having served as managing partner of its Industry Programs and Client Satisfaction initiatives from 1993-1996, managing partner of the Detroit group of offices from 1986-1993 and Chairman of its National Real Estate Industry Group from 1984-1986. Mr. Brenner graduated summa cum laude from the University of Detroit with a Bachelors degree in Business Administration and from the University of Michigan with a Masters of Business Administration, with distinction. Mr. Brenner also serves on the Board of Trustees of Charter Municipal Mortgage Acceptance Company and Aegis Realty, Inc. Biographical information with respect to Messrs, Hirmes, Boesky, Carbone, Ms. Kiley, Hopps and Ms. Wicelinski is set forth above. Item 11. Executive Compensation. The Partnership has no officers or directors. The Partnership does not pay or accrue any fees, salaries or other forms of compensation to directors or officers of the General Partners for their services. However, under the terms of the Amended and Restated Agreement of Limited Partnership of the Partnership, the General Partners and their affiliates are entitled to receive compensation from the Partnership in consideration of certain services rendered to the Partnership by such parties. In addition, the General Partners collectively hold a 1% interest in all profits, losses and distributions attributable to operations and a subordinated 15% interest in such items attributable to sales and refinancings. See Note 8 to the Financial Statements in Item 8 above, which information is incorporated herein by reference thereto. Certain directors and officers of the General Partners receive compensation from the General Partner and their affiliates for services performed for various affiliated entities which may include services performed for the Partnership. -165- Tabular information concerning salaries, bonuses and other types of compensation payable to executive officers has not been included in this annual report. As noted above, the Partnership has no executive officers. The levels of compensation payable to the General Partners and/or their affiliates is limited by the terms of the Partnership Agreement and may not be increased therefrom on a discretionary basis. Item 12. Security Ownership of Certain Beneficial Owners and Management. The General Partners own all of the outstanding general partnership interests in the Partnership. The General Partners have a 1% interest in all profits, losses and distributions of the Partnership from operations and a subordinated 15% interest in such items from sale or refinancing proceeds. Except as aforesaid, no person is known to own beneficially in excess of 5% of the outstanding partnership interests. At March 25, 2002, security ownership by the General Partners and their affiliates is as listed:

~~Cost~~PERCENTAGE ofOF ~~Property~~OUTSTANDING ~~and~~NAME ~~Equipment~~OF ~~---------------------------------------------------------------------------~~GENERAL ~~Accumulated~~PARTNER ~~Depreciation~~TITLE ~~----------------------------------------------------------------------------------------~~OF ~~Year~~CLASS ~~Ended~~BENEFICIAL ~~March~~OWNERSHIP ~~25,~~AMOUNT ~~--------------------------------------------------------------------------------------------------------------------------------~~INTEREST ~~2001 2000 1999 2001 2000~~ ---------------- ---------------- ----~~------------~~ ------~~----------~~ ---------------- ~~1999~~General ~~Balance~~Partnership atAssisted ~~beginning~~Housing ofInterest ~~period~~in ~~$133,535,911~~the ~~$182,595,123~~Associates ~~$193,023,214~~Inc. $67,270,922 $86,235,420 $86,496,195 Additions during period: Improvements 1,572,337 1,244,208 1,613,624 Depreciation expense 3,212,290 4,915,594 5,844,432 Deductions during period: Dispositions (49,764,111) (50,303,420) (10~~,943,894)~~ ~~(24,121,036)~~13.2% (23,880,092) (6,105,207) Loss on impairment 0 0 (1,097,821) 0 0 0 ----------------------------------- ------------ --------------------------------------------------- Balance at close of period $ 85,344,137 $133,535,911 $182,595,123 $46,362,176 $ 67,270,922 $86,235,420 ============ =========== =========== ========== =========== ========== At the time the local partnerships were acquired by Cambridge Advantaged Properties Limited Partnership, ~~the~~General ~~entire purchase price paid by Cambridge Advantaged Properties Limited~~ Partnership ~~was~~Related ~~pushed~~Beta ~~down~~Corporation to6 ~~the local partnerships as property and equipment with an offsetting credit to capital~~19.8% ~~Since~~Interest ~~the projects were~~ in the ~~construction~~Partnership ~~phase~~General atPartnership ~~the~~Interest ~~time~~in ~~of acquisition,~~ the ~~capital~~Cambridge/Related ~~accounts~~Associates ~~were~~Partnership ~~insignificant~~Limited atPartnership ~~the~~4 ~~time of purchase~~67.0% ~~Therefore,~~----- ~~there are no material differences between the original cost basis for tax and GAAP~~100.0%

No director or executive officer of any General Partner owns any Initial Limited Partnership Interests or Additional Limited Partnership Interests. Item 13. Certain Relationships and Related Transactions. The Partnership has and will continue to have certain relationships with the General Partners and their affiliates, as discussed below and in Item 11 above and also Note 8 to the Financial Statements in Item 8 above, which is incorporated herein by reference. However, there have been no direct financial transactions between the Partnership and the directors and officers of the General Partners. C/R Special Partnership is the special limited partner of each Local Partnership, with a .01% interest in profits, losses and distributions from such Local Partnerships. As set forth in Item 1, C/R Special Partnership has been admitted to the Local Partnerships for the purpose of monitoring the Local Partnerships and exercising certain rights under the Local Partnership Agreements on behalf of the Partnership. -166- PART IV Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.

** Incorporated by reference to exhibits filed with Amendment No. 1 to Cambridge Advantaged Properties L.P.'s Registration Statement on Form S-11 Registration File No. 2-91993. (b) REPORTS ON FORM 8-K ------------------- No reports on Form 8-K were filed during the quarter. -167- Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K. (Continued) (c) SUBSIDIARIES OF THE REGISTRANT (Exhibit 21) ------------------------------

(d) Not applicable -168- 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 below on its behalf by the undersigned, thereunto duly authorized. CAMBRIDGE ADVANTAGED PROPERTIES LIMITED PARTNERSHIP (Registrant) By: RELATED BETA CORPORATION a General Partner Date: June 19, 2002 By: /s/ Alan P. Hirmes ------------------ Alan P. Hirmes President By: ASSISTED HOUSING ASSOCIATES, INC. a General Partner Date: June 19, 2002 By: /s/ Alan P. Hirmes ------------------ Alan P. Hirmes President By: CAMBRIDGE AND RELATED ASSOCIATES LIMITED PARTNERSHIP By: Related Beta Corporation Date: June 19, 2002 By: /s/ Alan P. Hirmes ------------------ Alan P. Hirmes President Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. SIGNATURE TITLE DATE -------------------- -------------------------------------- ------------- /s/ Alan P. Hirmes President (principal executive and ------------------ financial officer) of Related Beta Alan P. Hirmes Corporation and Assisted Housing June 19, 2002 Associates, Inc. /s/ Glenn F. Hopps Treasurer (principal accounting ------------------ officer) of Related Beta Corporation Glenn F. Hopps and Assisted Housing Associates, Inc. June 19, 2002 /s/ Stephen M. Ross Director of Related Beta Corporation June 19, 2002 ------------------- Stephen M. Ross INDEPENDENT AUDITORS' REPORT ---------------------------- To the Partners of Cambridge Advantaged Properties Limited Partnership and Subsidiaries In connection with our audits of the consolidated financial statements of Cambridge Advantaged Properties Limited Partnership and Subsidiaries included in the Form 10-K as presented in our opinion dated June 5, 2002 on pages 28 and 29, and based on the reports of other auditors, we have also audited supporting Schedule I for the 2001, 2000 and 1999 Fiscal Years and Schedule III at March 25, 2002. In our opinion, and based on the reports of the other auditors (certain of which were modified due to the uncertainties of these subsidiary partnerships' abilities to continue in existence), these consolidated schedules present fairly, when read in conjunction with the related consolidated financial statements, the financial data required to be set forth therein. As discussed in Note 10, the Partnership is currently in the process of disposing of its investments. It is anticipated that this process will take a number of years. As discussed in Note 11(a), the consolidated financial statements include the financial statements of two subsidiary partnerships with significant contingencies and uncertainties regarding their continuing operations. These uncertainties raise substantial doubt about these subsidiary partnerships' abilities to continue as going concerns. The auditors of these subsidiary partnerships modified their reports due to the uncertainties of these subsidiary partnerships' abilities to continue in existence. In addition, during the 2001 Fiscal Year two subsidiary partnerships adopted plans to sell their property and liquidate in lieu of continuing their businesses. As a result, the financial statements for these two subsidiary partnerships are presented on the liquidating basis of accounting. These four subsidiary partnerships' net losses aggregated $135,034 for the 2001 Fiscal Year, and their assets aggregated $3,317,470 at March 25, 2002. The consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties. As discussed in Note 7, the principal of and all accrued interest on the Purchase Money Notes are due at final maturity. The remaining Purchase Money Notes are now extended, with maturity dates ranging from September 2002 to October 2003 and the Partnership is attempting to refinance or sell the properties. It is uncertain as to whether the proceeds from such sales will be sufficient to meet the outstanding balances of the Purchase Money Notes and accrued interest thereon. The consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties. TRIEN ROSENBERG ROSENBERG WEINBERG CIULLO & FAZZARI LLP New York, New York June 5, 2002 CAMBRIDGE ADVANTAGED PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES SCHEDULE I CONDENSED FINANCIAL INFORMATION OF REGISTRANT Summarized condensed financial information of registrant (not including consolidated subsidiary partnerships) CAMBRIDGE ADVANTAGED PROPERTIES LIMITED PARTNERSHIP CONDENSED BALANCE SHEETS ASSETS

Investments in subsidiary partnerships are recorded in accordance with the equity method of accounting, wherein the investments are not reduced below zero. Accordingly, partners' deficit on the consolidated balance sheet will differ from partners' deficit shown above. CAMBRIDGE ADVANTAGED PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES SCHEDULE I CONDENSED FINANCIAL INFORMATION OF REGISTRANT CAMBRIDGE ADVANTAGED PROPERTIES LIMITED PARTNERSHIP CONDENSED STATEMENTS OF INCOME

(*) Includes suspended prior year losses in excess of investment in accordance with equity method of accounting amounting to $445,165, $12,005,114 and $23,339,586 for the years ended March 25, 2002, 2001 and 2000. CAMBRIDGE ADVANTAGED PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES SCHEDULE I CONDENSED FINANCIAL INFORMATION OF REGISTRANT CAMBRIDGE ADVANTAGED PROPERTIES LIMITED PARTNERSHIP CONDENSED STATEMENTS OF CASH FLOWS INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

*Reclassified for comparative purposes. CAMBRIDGE ADVANTAGED PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES SCHEDULE III REAL ESTATE AND ACCUMULATED DEPRECIATION Partnership Property Pledged as Collateral MARCH 25, 2002

CAMBRIDGE ADVANTAGED PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES SCHEDULE III REAL ESTATE AND ACCUMULATED DEPRECIATION Partnership Property Pledged as Collateral MARCH 25, 2002 (continued)

(a) No carrying costs have been capitalized since all properties were acquired after completion of construction. (b) Furniture and fixtures, included in buildings and improvements, are depreciated primarily by the straight-line method over the estimated useful lives ranging from 5 to 15 years. (c) Since all properties were acquired as operating properties, depreciation is computed using primarily the straight-line method over the estimated useful lives determined by the Partnership at date of acquisition. (d) The property and the related assets and liabilities were sold during the fiscal year ended March 25, 1997. See Note 10 in Item 8, Financial Statements and Supplementary Data. (e) The property and the related assets and liabilities were sold during the fiscal year ended March 25, 1998. See Note 10 in Item 8, Financial Statements and Supplementary Data. (f) The Partnership's Local Partnership Interests in these Local Partnerships were sold during the fiscal year ended March 25, 1998. See Note 10 in Item 8, Financial Statements and Supplementary Data. (g) During the fiscal year ended March 25, 1998, the Local Partnership's property was declared unsafe to live due to amounts of Benzene and Aldrene found to be present in the air of some apartments. See Note 11 in Item 8, Financial Statements and Supplementary Data. (h) The property and the related assets and liabilities were sold during the fiscal year ended March 25, 1999. See Note 10 in Item 8, Financial Statements and Supplementary Data. (i) The Partnership's Local Partnership Interests in these Local Partnerships were sold during the fiscal year ended March 25, 1999. See Note 10 in Item 8, Financial Statements and Supplementary Data. (j) The Property and the related assets and liabilities were sold during the fiscal year ended March 25, 2000. See Note 10 in Item 8, Financial Statements and Supplementary Data (k) The Partnership's Local Partnership Interests in these Local Partnerships were sold during the fiscal year ended March 25, 2000. See Note 10 in Item 8, Financial Statements and Supplementary Data (l) The Property and the related assets and liabilities were sold during the fiscal year ended March 25, 2001. (m) The Partnership's Local Partnership Interests in these Local Partnerships were sold during the fiscal year ended March 25, 2001. (n) The Property and the related assets and liabilities were sold during the fiscal year ended March 25, 2002. (o) The Partnership's Local Partnership Interest in these Local Partnerships were sold during the fiscal year ended March 25, 2002. GEOGRAPHIC LOCATIONS: (1) Alabama, (2) Arkansas, (3) California, (4) Colorado, (5) Georgia, (6) Florida, (7) Indiana, (8) Kentucky, (9) Massachusetts, (10) Michigan, (11) Missouri, (12) North Carolina, (13) Oregon, (14) South Carolina, (15) Texas, (16) Virginia, (17) Washington.

At the time the local partnerships were acquired by Cambridge Advantaged Properties Limited Partnership, the entire purchase price paid by Cambridge Advantaged Properties Limited Partnership was pushed down to the local partnerships as property and equipment with an offsetting credit to capital. Since the projects were in the construction phase at the time of acquisition, the capital accounts were insignificant at the time of purchase. Therefore, there are no material differences between the original cost basis for tax and GAAP

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