10-K 1 f10k_march2006-lib3.txt 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 31, 2006 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NUMBER 0-24656 LIBERTY TAX CREDIT PLUS III L.P. (Exact name of registrant as specified in its charter) Delaware 13-3491408 -------------------------------- -------------------- (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) 317-5700 Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Limited Partnership Interests and Beneficial Assignment Certificates (Title of Class) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X] Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X] 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 (ss.229.405 of this chapter) 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] Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [X] Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes [ ] No [X] The approximate aggregate book value of the voting and non-voting common equity held by non-affiliates of the Registrant as of September 30, 2005 was $(95,413,000), based on Limited Partner equity (deficit) as of such date. DOCUMENTS INCORPORATED BY REFERENCE None PART I Item 1. Business General ------- Liberty Tax Credit Plus III L.P. (the "Partnership") is a limited partnership which was formed under the laws of the State of Delaware on November 17, 1988. The General Partners of the Partnership are Related Credit Properties III L.P., a Delaware limited partnership (the "Related General Partner"), and Liberty GP III Inc., a Delaware corporation (the "Liberty General Partner", and together with the Related General Partner, the "General Partners"). The general partner of the Related General Partner is Related Credit Properties III Inc., a Delaware corporation. On November 17, 2003, CharterMac acquired CharterMac Capital, LLC ("CharterMac Capital") (formerly known as Related Capital Company, LLC), which is the parent of RCC Manager LLC, the sole shareholder of Related Credit Properties III Inc. Pursuant to the acquisition, CharterMac acquired controlling interests in the General Partners. This acquisition did not affect the Partnership or its day-to-day operations, as the majority of the General Partners' management team remained unchanged. On November 8, 2005, CharterMac announced that Stuart J. Boesky would step down as Chief Executive Officer and trustee of CharterMac. Upon his stepping down, which was effective on November 15, 2005, he also resigned from his position as Senior Vice President of the Related General Partner and Executive Vice President of the Liberty General Partner. Mr. Boesky will stay on as a consultant to CharterMac for the next year in order to ensure a smooth transition. On March 14, 2006, CharterMac's Board of Trustees named Marc D. Schnitzer its Chief Executive Officer, effective immediately. Mr. Schnitzer replaced Stephen M. Ross, who had served as interim Chief Executive Officer since Stuart J. Boesky resigned in November of 2005. Mr. Schnitzer also replaced Mr. Boesky as Senior Vice President of the Related General Partner and Executive Vice President of the Liberty General Partner. On May 2, 1989, the Partnership commenced a public offering (the "Offering") of Beneficial Assignment Certificates ("BACs") representing assignments of limited partnership interests in the Partnership ("Limited Partnership Interests"). As of March 30, 1990, (the date on which the Partnership held the final closing of the sale of BACs and on which the Offering was terminated), the Partnership had received $139,101,500 of gross proceeds of the Offering from 9,082 investors. 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 one or more leveraged low-income multifamily residential complexes ("Apartment Complexes" or "Properties") that are eligible for the low-income housing tax credit ("Tax Credit") enacted in the Tax Reform Act of 1986, and some of which may also be eligible for the historic rehabilitation tax credit ("Historic Tax Credit"). Some of the Apartment Complexes benefit from one or more other forms of federal or state housing assistance. The Partnership's investment in each Local Partnership represents from 27% to 98% of the partnership interests in the Local Partnership. The Partnership does not anticipate making any additional investments. As of March 31, 2006, the Partnership has disposed of nineteen of its 62 original Properties. See Item 2, Properties, below. Liberty Associates IV L.P. ("Liberty Associates") is the special limited partner in all of the remaining Local Partnerships. Liberty Associates has certain rights and obligations in its role as special limited partner which permit this affiliate of the Partnership to exercise control over the management and policies of the Local Partnerships. The investment objectives of the Partnership are to: 1. Entitle qualified BACs holders to substantial Tax Credits over the period of the Partnership's entitlement to claim such Tax Credits (for each Property, generally ten years from the date of investment or, if later, the date the Property is placed in service; referred to herein as the "Credit Period") with respect to each Property. 2. Preserve and protect the Partnership's capital. 3. Participate in any capital appreciation in the value of the Properties and provide distributions of sale or refinancing proceeds upon the disposition of Properties. 4. Provide cash distributions when available from the operations of the Properties, current taxes on which are expected to be substantially deferred. 5. Allocate passive losses to individual BACs holders to offset passive income that they may realize from rental real estate investments and other passive activities, and allocate passive losses to corporate BACs holders to offset business income. Each of the Local Partnerships in which the Partnership has acquired an interest has been allocated by the relevant state credit agency the authority to recognize Tax Credits during the Credit Period provided that the Local Partnership satisfies the rent restriction, minimum set-aside and other requirements for recognition of the Tax Credits at all times during the 15-year period commencing at the beginning of the Credit Period (the "Compliance Period"). Once a Local Partnership has become eligible to recognize Tax Credits, it may lose such eligibility and suffer an event of "recapture" if (1) the Partnership ceases to meet qualification requirements , (2) there is a decrease in the qualified basis of the Property, or (3) there is a reduction in the taxpayer's interest in the Property at any time during the Compliance Period. None of the Local Partnerships in which the Partnership has acquired an interest has suffered an event of recapture. The Tax Credits are attached to a Local Partnership for the Credit Period and are transferable with the Property during the entirety of such ten year period. If trends in the real estate market warranted the sale of a Property, the remaining Tax Credits would transfer to the new owner, thereby adding value to the Property on the market. However such value declines each year and is not included in the financial statement carrying amount. The Credit Periods expired at various times through December 31, 2003 with respect to the Local Partnerships depending upon when the Credit Period commenced. However, each Local Partnership must continue to comply with the Tax Credit requirements until 2 the end of the Compliance Period in order to avoid recapture of the Tax Credits. The Compliance Periods are scheduled to expire at various times through December 31, 2008. 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 the discounted cash flow valuation method). Through March 31, 2006, the Partnership has recorded approximately $23,937,000 as an aggregate loss on impairment of assets or reduction to estimated fair value. While the value of the remaining Tax Credits is a factor in calculating fair value, the expiration of the Credit Period, in and of itself, is not the only factor in determining whether there is an impairment and generally does not have any adverse impact on the fair value of the Local Partnerships. The Partnership has fulfilled its primary objective of generating Tax Credits, which expire in 2006. The Partnership generated Tax Credits of approximately $3,000, $69,000 and $69,000 during the tax years 2005, 2004 and 2003, respectively. The Partnership continues to meet its objective of allocating passive losses to individual BACs holders to offset passive income that they may realize from rental real estate investments and other passive activities, and allocating passive losses to corporate BACs holders to offset business income. Cash distributions received from the Local Partnerships have been relatively immaterial. Management does not expect that the distributions received from the Local Partnerships will be sufficient to permit cash distributions to BACs holders. The Partnership does not anticipate providing cash distributions to BACs holders other than distributions of sale or refinancing proceeds. The Partnership does not anticipate being able to make distributions to return to BACs holders their original capital contributions. There can be no assurance that the Partnership will continue to achieve any of its investment objectives in the future. Certain Subsidiary Partnerships are the beneficiaries of certain subsidy agreements pursuant to which the United States Department of Housing and Urban Development ("HUD") subsidizes the amount of rent that the Subsidiary Partnership earns. Pursuant to those subsidy agreements, the Subsidiary Partnerships are subject to HUD restrictions which limit annual cash distributions to partners and restrict the Subsidiary Partnerships from selling or otherwise liquidating their assets during the period that the agreement with HUD is in existence without HUD's approval. In order for certain Subsidiary Partnerships to qualify for the section 421A program ("Section 421A Program") and the inclusionary zoning program ("Inclusionary Zoning Program"), they must comply with certain requirements by local authorities as to the level of rent that may be charged to tenants, the tenants' incomes, the obligation to operate the property in accordance with rent stabilization guidelines, and restrictions on the rate at which housing units may be released from such guidelines. Also, certain Subsidiary Partnerships obtain grants from local authorities to fund construction costs of the Properties and in order to qualify must maintain the low-income nature of the Property, among other provisions. 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 19% of the Properties are located in any single state. There are also substantial risks associated with owning Properties receiving government assistance, such as 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. Sales of Underlying Properties/Local Partnership Interests ---------------------------------------------------------- The Partnership is currently in the process of disposing of its investments. It is anticipated that this process will take a number of years. During the year ended March 31, 2006, the Partnership sold its limited partnership interests in nine Local Partnerships, the property and related assets and liabilities of three Local Partnerships and transferred the deed to the property and related assets and liabilities at one Local Partnership. Through March 31, 2006, the Partnership has sold its limited partnership interest in fourteen Local Partnerships, the property and the related assets and liabilities of four Local Partnerships and transferred the deed to the property and the related assets and liabilities at one Local Partnership. In addition, as of March 31, 2006, the Partnership has entered into contracts to sell three additional Local Partnerships (see Note 11 in Item 8). Subsequently, the Partnership sold a building in one of its Local Partnerships, the property and the related assets and liabilities of a Local Partnership and entered into a purchase and sale agreement to sell the property and the related assets and liabilities of one additional Local Partnership (see Note 16 in Item 8). There may be no assurance as to whether or when the Partnership will dispose of its remaining investments or the amount of proceeds which may be received. However, based on the historical operating results of the Local Partnerships and the current economic conditions, including changes in tax laws, it is unlikely that the proceeds from such sales received by the Partnership will be sufficient to return to the limited partners their original investment. On March 28, 2006, the general partner of Stop 22 Limited Partnership ("Stop 22") (for each Local Partnership, the "Local General Partner") purchased the Partnership's remaining interest in Stop 22. The sale will result in a Local General Partner contribution of approximately $5,379,000, which will be recognized in the Partnership's 10-Q for the quarter ended June 30, 2006, and the liquidation of Stop 22. On April 22, 2005, the Partnership sold 10% of its limited partnership interest in Stop 22 to the Local General Partner for $200,000. The sale resulted in a Local General Partner contribution of approximately $200,000 during the year ended March 31, 2006. As of the sale date, Stop 22 had property and equipment, at cost, of approximately $11,128,000, accumulated depreciation of approximately $5,707,000 and mortgage debt of approximately $10,130,000. On March 1, 2006, Affordable Flatbush Associates ("Affordable Flatbush") sold its property and the related assets and liabilities to an unaffiliated third party purchaser for a purchase price of $1,700,000. The sale will result in a gain of approximately $652,000 which will be recognized in the Partnership's 3 10-Q for the quarter ended June 30, 2006 and the liquidation of Affordable Flatbush. As of December 31, 2005, Affordable Flatbush had property and equipment, at cost, of approximately $2,824,000, accumulated depreciation of approximately $1,652,000 and mortgage debt of approximately $1,211,000. On March 1, 2006, Site H Development Co. ("Site H") sold its property and the related assets and liabilities to an unaffiliated third party purchaser for a purchase price of $1,200,000. The sale will result in a gain of approximately $976,000 which will be recognized in the Partnership's 10-Q for the quarter ended June 30, 2006 and the liquidation of Site H. As of December 31, 2005, Site H had property and equipment, at cost, of approximately $1,346,000, accumulated depreciation of approximately $779,000 and mortgage debt of approximately $551,000. On January 4, 2006, the Partnership sold its limited partnership interest in Las Camelias Limited Partnership ("Las Camelias") to the Local General Partner for $1 cash plus 30% of any upside profits from the conversion to condos, if the sale price exceeds $92,500 for any of the units. The sale resulted in a Local General Partner contribution of approximately $2,828,000 and a special limited partner contribution of approximately $40,000. The sale resulted in the liquidation of Las Camelias. As of the sale date, Las Camelias had property and equipment, at cost, of approximately $10,070,000, accumulated depreciation of approximately $5,099,000 and mortgage debt of approximately $7,614,000. On December 14, 2005, Michigan Rural Housing Limited Partnership ("Michigan Rural") sold the property and the related assets and liabilities of Prairie Glen Apartments ("Prairie Glen") (one of its properties) to an unaffiliated party for approximately $1,617,000. The sale resulted in a gain of approximately $822,000. As of the sale date, Prairie Glen had property and equipment, at cost, of approximately $1,658,000, accumulated depreciation of approximately $894,000 and mortgage debt of approximately $1,321,000. On December 14, 2005, the Partnership sold its limited partnership interest in RBM Associates/Spring Garden ("Spring Garden") to an unaffiliated party for $100. The sale resulted in a gain of approximately $36,000 and the liquidation of Spring Garden. As of the sale date, Spring Garden had property and equipment, at cost, of approximately $1,598,000, accumulated depreciation of approximately $615,000 and mortgage debt of approximately $975,000. On September 20, 2005, the Partnership sold its limited partnership interest in Franklin Elderly Housing Associates ("Franklin") to the Local General Partner for $210,000. The sale resulted in a Local General Partner contribution of approximately $531,000 and the liquidation of Franklin. As of the sale date, Franklin had property and equipment, at cost, of approximately $3,038,000, accumulated depreciation of $1,903,000 and mortgage debt of approximately $1,792,000. On September 20, 2005, the Partnership sold its limited partnership interest in Philipsburg Elderly Housing Associates ("Philipsburg") to the Local General Partner for $20,000. The sale resulted in a Local General Partner distribution in the amount of approximately $67,000 and the liquidation of Philipsburg. As of the sale date, Philipsburg had property and equipment, at cost, of approximately $4,677,000, accumulated depreciation of approximately $2,864,000 and mortgage debt of approximately $2,466,000. On September 20, 2005, the Partnership sold its limited partnership interest in Wade D. Mertz Elderly Housing Associates ("Wade") to the Local General Partner for $70,000. The sale resulted in a Local General Partner contribution in the amount of approximately $71,000 and the liquidation of Wade. As of the sale date, Wade had property and equipment, at cost, of approximately $5,170,000, accumulated depreciation of approximately $3,275,000 and mortgage debt of approximately $2,717,000. On July 5, 2005, the Partnership sold its limited partnership interest in Glenbrook Associates ("Glenbrook") to the Local General Partner for $99,990. The Partnership received $59,990 in cash and a note for $40,000 due to the Partnership upon approval from the Pennsylvania Housing Finance Agency for allocation of low-income housing tax credits. The sale resulted in a Local General Partner contribution of approximately $147,000, which includes the $40,000 note receivable recorded as deferred revenue, and the liquidation of Glenbrook. As of the sale date, Glenbrook had property and equipment, at cost, of approximately $3,033,000, accumulated depreciation of approximately $1,605,000 and mortgage debt of approximately $1,619,000. On June 30, 2005, the Partnership sold its limited partnership interest in Barclay Village II, Ltd. ("Barclay") to the Local General Partner for $175,000. The sale resulted in a Local General Partner contribution of approximately $597,000 and the liquidation of Barclay. As of the sale date, Barclay had property and equipment, at cost, of approximately $4,099,000, accumulated depreciation of approximately $2,346,000 and mortgage debt of approximately $2,164,000. On May 6, 2005, Gentle Pines - West Columbia Associates, L.P. ("Gentle Pines") transferred the deed to the property and the related assets and liabilities to an unaffiliated third party in lieu of foreclosure. The transfer of assets of approximately $1,066,000 and liabilities of $4,542,000 resulted in a gain of approximately $3,048,000. As of the transfer date, Gentle Pines had property and equipment, at cost, of approximately $797,000, accumulated depreciation of approximately $74,000 and mortgage debt of approximately $3,474,000. On May 2, 2005, the Partnership redeemed its limited partnership interest in Lancashire Towers Associates, Ltd. ("Lancashire") in exchange for a distribution to the Partnership of approximately $764,000, which was financed by a loan to the Local Partnership by the Local General Partner. During the year ended March 31, 2005, in accordance with Statement of Financial Accounting Standards No. 144, "Accounting for the Impairment of Disposal of Long-Lived Assets" ("SFAS No. 144"), the Partnership deemed the building impaired and wrote it down to its fair value which resulted in a loss on impairment of $1,700,000. The redemption resulted in a Local General Partner capital contribution of approximately $220,000. As of the sale date, Lancashire had property and equipment, at cost, of approximately $5,765,000, accumulated depreciation of approximately $3,981,000 and mortgage debt of approximately $2,315,000. On April 29, 2005, Brandywine Court Associates, L.P. ("Brandywine") sold its property and the related assets and liabilities to an unaffiliated third party for approximately $1,380,000. The sale resulted in a gain of approximately $1,359,000 and the liquidation of Brandywine. As of the sale date, Brandywine had property and equipment, at cost, of approximately $550,000, accumulated depreciation of approximately $76,000 and mortgage debt of approximately $1,359,000. On October 7, 2004, the Partnership sold its limited partnership interest in Ashby Apartments, Ltd. ("Ashby") to the Local General Partner for approximately $50,000, resulting in a loss of less than $1,000. The sale resulted in the liquidation of Ashby. As of the sale date, Ashby had property and equipment, at 4 cost, of approximately $716,000, accumulated depreciation of approximately $337,000 and mortgage debt of approximately $300,000. On October 7, 2004, the Partnership sold its limited partnership interest in Meredith Apartments ("Meredith") to the Local General Partner for approximately $50,000, resulting in a loss of less than $1,000. The sale resulted in the liquidation of Meredith. As of the sale date, Meredith had property and equipment, at cost, of approximately $1,490,000, accumulated depreciation of approximately $820,000 and mortgage debt of approximately $520,000. On October 7, 2004, the Partnership sold its limited partnership interest in Ritz Apartments LTD. ("Ritz") to the Local General Partner for approximately $50,000, resulting in a loss of less than $1,000. The sale resulted in the liquidation of Ritz. As of the sale date, Ritz had property and equipment, at cost, of approximately $672,000, accumulated depreciation of approximately $345,000 and mortgage debt of approximately $300,000. On July 15, 2004, the Partnership sold its limited partnership interest in WPL Associates XXIII ("Benjamin's Corner") to an unaffiliated third party purchaser for approximately $690,000, resulting in a gain in the amount of approximately $2,124,000. The sale resulted in the liquidation of Benjamin's Corner. As of the sale date, Benjamin's Corner had property and equipment, at cost, of approximately $3,838,000, accumulated depreciation of approximately $2,069,000 and mortgage debt of approximately $2,018,000. On June 26, 2003, Jefferson Place L.P. ("Jefferson Place") sold its property and the related assets and liabilities to an unaffiliated third party for $13,650,000, resulting in a gain of approximately $13,943,000 and the liquidation of Jefferson Place. As of the sale date, Jefferson Place had property and equipment, at cost, of approximately $14,153,000, accumulated depreciation of $10,757,000 and mortgage debt of approximately $10,760,000. Assets Held for Sale -------------------- On January 30, 2006, Cutler Canal III Associates, Ltd. ("Cutler Canal III") entered into a purchase and sale agreement to sell its property and the related assets and liabilities to an affiliate of the Local General Partner for a purchase price of $11,600,000. The sales documents have been executed and the initial deposit funds are being held in escrow. No assurance can be given that the sale will actually occur. The closing is expected to occur in the first quarter of 2007. Cutler Canal III is being held as an asset held for sale as of March 31, 2006. As of March 31, 2006, Cutler Canal III had property and equipment, at cost, of approximately $13,618,000, accumulated depreciation of approximately $4,545,000 and mortgage debt of approximately $7,278,000. On January 13, 2006, Broadhurst Willows, L.P. ("Broadhurst") entered into a purchase and sale agreement to sell its property and the related assets and liabilities to an unaffiliated third party purchaser for a purchase price of $5,300,000. The sales documents have been executed and the initial deposit funds are being held in escrow. The closing is expected to occur in July 2006. No assurance can be given that the sale will actually occur. Broadhurst is being held as an asset held for sale as of March 31, 2006. As of March 31, 2006, Broadhurst had property and equipment, at cost, of approximately $5,485,000 and accumulated depreciation of approximately $3,450,000. On May 26, 2005, the Partnership sold 50% of its limited partnership interest in Michigan Rural to an affiliate of the Local General Partner for $100,000. The sale resulted in a Local General Partner contribution of approximately $100,000. The affiliate of the Local General Partner has the option to buy the remaining interest during the period starting on January 1, 2007 and ending on February 28, 2007. There is no guarantee that the Local General Partner will exercise this option. Although the Local General Partner has not fully committed to purchasing the remaining limited partner interest, the purchase of 50% of the limited partnership interest is considered sufficient assurance that it will purchase the remaining 50%. Therefore, Michigan Rural is classified as an asset held for sale and is included in discontinued operations as of March 31, 2006. Segments -------- The Partnership operates in one segment, which is the investment in multi-family residential properties. Financial information about this segment is set forth in Item 8 hereof. Competition ----------- The real estate business is highly competitive and substantially all of the Properties in which the Partnership has acquired an interest are subject to active competition from similar properties in their respective vicinities. In addition, various other limited partnerships may, in the future, be formed by the General Partners and/or their affiliates to engage in businesses which may be competitive with the Partnership. Employees --------- The Partnership does not have any direct 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 hereof. 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's Amended and Restated Agreement of Limited Partnership (the "Partnership Agreement"). Item 1A. Risk Factors 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 19% of the Properties are located in any single state. There are also substantial risks associated with owning Properties receiving government assistance, such as 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. There also are substantial risks associated with the operation of apartment complexes receiving government assistance. These risks stem from governmental regulations concerning tenant eligibility, which may make it more difficult to rent apartments in the Apartment Complexes, difficulties in obtaining government 5 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. Item 1B. Unresolved Staff Comments Not applicable Item 2. Properties As of March 31, 2006 the Partnership held a 98% limited partnership interest in 41 Local Partnerships, a 49% limited partnership interest in one Local Partnership (the other 49% limited partnership interest is held by an affiliate of the Local General Partner) and a 26.46% limited partnership interest in an additional Local Partnership (the other 71.54% limited partnership interest is held by an affiliate of the Partnership with the same management); together these 43 Local Partnerships own 46 Apartment Complexes. During the year ended March 31, 2006, the Partnership sold its limited partnership interest in nine Local Partnerships, the property and the related assets and liabilities of three Local Partnerships and transferred the deed to the property and the related assets and liabilities of one Local Partnership. Through the year ended March 31, 2006, the Partnership has sold the property and the related assets and liabilities of four Local Partnerships, its limited partnership interests in fourteen Local Partnerships and transferred the deed to the property and the related assets and liabilities of one Local Partnership. Set forth below is a schedule of these Local Partnerships including certain information concerning their respective Apartment Complexes (the "Local Partnership Schedule"). Further information concerning these Local Partnerships and their Properties, including any encumbrances affecting the Properties, may be found in Item 15, Schedule III. 6

Local Partnership Schedule -------------------------- % of Units Occupied at May 1, Name and Location ---------------------------------------------------------- (Number of Units) Date Acquired 2006 2005 2004 2003 2002 ~~2001~~ --------------------------------------------------~~------~~ --------------- ------ ------ ------ ------ ------ C.V. Bronx Associates, L.P./ ~~Gerald~~Gerard Gardens Bronx, NY (121) June 1989 97 98 98 100 98 95 Michigan Rural Housing Limited Partnership Michigan (192)(a) September 1989 96 97 97 95 86 96 Jefferson Limited Partnership ~~Schreveport~~Shreveport, LA (69) December 1989 78 94 96 100 99 92 Inter-Tribal Indian Village Housing Development Associates, L.P Providence, RI (36) October 1989 97 97 94 100 100 ~~100~~ RBM Associates/Spring Garden Philadelphia, PA (8) December 1989 (f) 100 100 100 100 89 Glenbrook Associates Atglen, PA (35) November 1989 (f) 100 100 94 100 ~~100~~ Affordable Flatbush Associates Brooklyn, NY (30) December 1989 (e) 100 97 97 97 93 Barclay Village II, LTD. Chambersburg, PA (87) November 1989 (f) 100 98 95 99 99 1850 Second Avenue Associates, L.P. New York, NY (48) October 1989 98 98 94 98 98 ~~100~~ R.P.P. Limited Dividend Housing/ River Place Detroit, MI (301) November 1989 90 93 90 91 94 97 Williamsburg Residential II, L.P. Wichita, KS (50) November 1989 91 91 52 84 91 93 West 104th Street Associates L.P. New York, NY (56) December 1989 ~~100~~98 100 100 100 100 Meredith Apartments, LTD. Salt Lake City, UT (22) August 1989 (d) (d) 100 77 86 ~~100~~ Ritz Apartments, LTD. Salt Lake City, UT (30) August 1989 (d) (d) 90 79 97 83 Ashby Apartments, LTD. Salt Lake City, UT (27) August 1989 (d) (d) 100 93 89 89 South Toledo Associates, LTD. Toledo, OH (18) January 1990 94 100 100 100 89 ~~100~~ Dunlap School Venture Philadelphia, PA (35) January 1990 97 97 91 100 91 ~~100~~ Philipsburg Elderly Housing Associates Philipsburg, PA (103) February 1990 (f) 100 99 100 98 95 Franklin Elderly Housing Associates Franklin, PA (89) February 1990 (f) 100 100 99 100 ~~100~~ Wade D. Mertz Elderly Housing Associates Sharpsville, PA (103) February 1990 (f) 100 100 100 98 99 Lancashire Towers Associates Limited Partnership Cleveland, OH (240) February 1990 (f) 91 91 91 100 92 Northwood Associates Limited Partnership Toledo, OH (176) February 1990 (b) (b) (b) (b) 85(b) Brewery Renaissance Associates Middletown, NY (53) February 1990 ~~100~~97 100 100 100 100 Brandywine Court Associates, L.P. Jacksonville, FL (52) November 1989 (e) 90 92 100 96 87 Art Apartments Associates Philadelphia, PA (30) March 1990 100 97 93 93 100 ~~100~~ The Village at Carriage Hills, LTD. Clinton, TN (48) March 1990 100 100 100 100 100 Mountainview Apartments, LTD. Newport, TN (34) March 1990 100 100 98 100 100 ~~100~~ The Park Village, Limited Jackson, MS (24) March 1990 100 96 92 92 100 ~~100~~ River Oaks Apartments, LTD. Oneonta, AL (35) March 1990 100 97 94 94 100 ~~100~~ Forrest Ridge Apartments, LTD. Forrest City, AR (25) March 1990 96 96 96 88 100 ~~100~~ The Hearthside Limited Dividend Housing Association Limited Partnership Portage, MI (101) March 1990 100 100 99 99 98 97

Local Partnership Schedule -------------------------- (continued) % of Units Occupied at May 1, Name and Location ---------------------------------------------------------- (Number of Units) Date Acquired 2006 2005 2004 2003 2002 ~~2001~~ -------------------------------------------------------- --------------- ------ ------ ------ ------ ------ Redemptorist Limited Partnership New Orleans, LA (126) March 1990 (h) 98 94 82 88 94 Manhattan A Associates New York, NY (99) April 1990 100 100 100 99 98 97 Broadhurst Willows, L.P. New York, NY (129) April 1990 95 99 98 98 99 98 Weidler Associates Limited Partnership Portland, OR (52) May 1990 88 94 83 94 98 94 Gentle Pines-West Columbia Associates, L.P. Columbia, SC (150) June 1990 (h) 67 74 97 95 99 Lake Forest Estates II, LTD. Livingston, AL (32) June 1990 100 100 88 100 87 ~~100~~ Las Camelias Limited Partnership Rio Piedras, PR (166) June 1990 (f) 95 97 94 100 99 WPL Associates XXIII Portland, OR (48) July 1990 (d) (d) 92 96 97 98 Broadway Townhouses L.P. Camden, NJ (175) July 1990 100 100 100 99100 99 Puerto Rico Historic Zone Limited Dividend Partnership San Juan, PR (67) August 1990 100 96 99 99 99 99 Citrus Meadows Apartments, LTD. ~~Brandenton~~Bradenton, FL (200) July 1990 96 86 77 86 95 96 Sartain School Venture Philadelphia, PA (35) August 1990 83 97 94 100 97 97 Driftwood Terrace Associates, LTD. Ft. Lauderdale, FL (176) September 1990 100 99 97 97 98 99 Holly Hill, LTD. Greenville, TN (46) October 1990 96 96 96 91 98 98 Mayfair Apartments LTD. Morristown, TN (48) October 1990 98 98 96 98 89 ~~100~~ Foxcroft Apartments LTD. Troy, AL (48) October 1990 97 92 94 96 77 94 Canterbury Apartments, LTD. Indianola, MS (48) October 1990 100 100 100 96 96 94 Cutler Canal III Associates, LTD. Miami, FL (262) October 1990 98 97 96 98 98 99 Jefferson Place L.P. Olathe, KS (352) October 1990 (c) (c) (c) 89 90 96 Callaway Village, LTD. Clinton, TN (46) November 1990 98 100 89 96 89 96 Commerce Square Apartments Associates L.P. Smyrna, DE (80) December 1990 98 95 99 96 95 98 West 132nd Development Partnership New York, NY (40) December 1990 100 100 100 100 100 Site H Development Co. Brooklyn, NY (11) December 1990 (e) 100 100 100 100 93 L.I.H. Chestnut Associates, L.P. Philadelphia, PA (78) December 1990 86 99 90 87 95 86 Diamond Phase II Venture Philadelphia, PA (32) December 1990 88 94 84 97 97 96 Bookbindery Associates Philadelphia, PA (41) December 1990 98 98 90 90 95 98 The Hamlet, LTD. Boynton Beach, FL (240) December 1990 98 97 99 92 90 96 Stop 22 Limited Partnership Santurce, PR (153) December 1990 (f) 97 97 97 99 98 Knob Hill Apartments, LTD. Greenville, TN (48) December 1990 100 100 100 98 100 98 Conifer James Street Associates Syracuse, NY (73) December 1990 97 88 94 90 94 92 Longfellow Heights Apartments, L.P. Kansas City, MO (104) March 1991 86 90 96 100 92 96

8 (a) Consists of four Apartment Complexes located throughout Michigan. Subsequently, on April 14, 2006 one of the four Apartment Complexes was sold. (b) The Partnership's limited partnership interest was sold during the fiscal year ended March 31, 2002 (see Note 10 in Item 8). (c) The property and the related assets and liabilities were sold during the fiscal year ended March 31, 2004 (see Note 10 in Item 8). (d) The Partnership's limited partnership interest was sold during the fiscal year ended March 31, 2005 (see Note 10 in Item 8). (e) The property and the related assets and liabilities were sold during the fiscal year ended March 31, 2006 (see Note 10 in Item 8). (f) The Partnership's limited partnership interest was sold during the fiscal year ended March 31, 2006 (see Note 10 in Item 8). (g) The deed to the property and the related assets and liabilities was transferred during the fiscal year ended March 31, 2006 (see Note 10 in Item 8). (h) The property was affected by Hurricane Katrina during the fiscal year ended March 31, 2006. The property is currently closed (see Note 12 in Item 8). The General Partners have generally required, in connection with the Partnership's investments in the Local Partnerships, that the Local General Partners undertake an obligation to fund operating deficits (up to a stated maximum amount) of the Local Partnership during a limited period of time following rent stabilization ("Guarantee Period"). In each case, the operating deficits have been funded by operating loans which will not bear interest and will be repaid only out of 50% of available cash flow or out of available net sale or refinancing proceeds. The gross amount of the operating deficit guarantee agreements aggregated approximately $18,700,000, of which all have expired as of March 31, 2006. In cases where the General Partners deem it appropriate, the obligations of a Local General Partner under the operating deficit and/or rent-up guarantees are secured by letters of credit and/or cash escrow deposits. The Tax Credits are available for a ten-year period which commences when the Property is occupied by qualified tenants. However, the annual Tax Credit available in the year in which the Apartment Complex was first occupied by qualified tenants must be prorated based upon the months remaining in the year after the Apartment Complex was placed in service. The amount of the annual Tax Credit not available in the first year will be available in the eleventh year. In certain cases, the Partnership acquired its interest in a Local Partnership after the Local Partnership had placed its Apartment Complex in service. In these cases, the Partnership was allocated Tax Credits only beginning in the month following the month in which the Partnership acquired its interest. In addition, Tax Credits allocated in any prior period may not be claimed by the Partnership. The Partnership has also acquired Local Partnership interests in which some of the Local Partnerships owning historic complexes qualify for the Historic Rehabilitation Tax Credit. The amount of the Historic Rehabilitation Tax Credit is generally 20% of qualified rehabilitation expenditures and is available in its entirety in the year the rehabilitated building is placed in service or, under certain circumstances, in the year in which the rehabilitation expenditure is made. As of March 31, 2006, the Credit Periods for all the Properties have expired; however, each Local Partnership must continue to comply with the Tax Credit requirements until the end of the Compliance Period in order to avoid recapture of the Tax Credits. The Compliance Periods are scheduled to expire at various times through December 31, 2008. All leases are generally for periods not exceeding one to two years and no tenant occupies more than 10% of the rentable square footage in any single Apartment Complex. Rent from commercial tenants (to which average rental per square foot applies) comprises less than 5% of the rental revenues of the Partnership. Maximum rents for the residential units are determined annually by HUD and reflect increases/decreases in consumer price indexes in various geographic areas. Market conditions, however, determine the amount of rent actually charged. Management annually reviews the physical state of the Properties and suggests to the respective Local General Partner budget improvements, which improvements are generally funded from cash flow from operations or release of replacement reserve escrows to the extent available. Management annually 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. 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 of the Properties as shown in Schedule III to the financial statements. Item 3. Legal Proceedings None Item 4. Submission of Matters to a Vote of Security Holders None 9 PART II Item 5. Market for Registrant's Common Equity, Related Security Holder Matters And Issuer Purchases of Equity Securities The Partnership has issued 27,820.3 Limited Partnership Interests, each representing a $5,000 capital contribution to the Partnership, for aggregate gross proceeds of $139,101,500. All of the issued and outstanding Limited Partnership Interests have been issued to Liberty Credit Assignor III Inc. (the "Assignor Limited Partner"), which has in turn issued 139,101.5 BACs to the purchasers thereof for an aggregate purchase price of $139,101,500. Each BAC represents all of the economic and virtually all of the ownership rights attributable to one-fifth of a Limited Partnership Interest held by the Assignor Limited Partner. BACs may be converted into Limited Partnership Interests at no cost to the holder (other than the payment of transfer costs not to exceed $100), but Limited Partnership Interests so acquired are not thereafter convertible into BACs. Neither the BACs nor the Limited Partnership Interests are traded on any established trading market. The Partnership does not intend to include the BACs for quotation on NASDAQ or for listing on any national or regional stock exchange or any other established securities market. The Revenue Act of 1987 contained provisions which have an adverse impact on investors in "publicly traded partnerships." Accordingly, the General Partners have imposed limited restrictions on the transferability of the BACs and the Limited Partnership Interests in secondary market transactions. Implementation of these restrictions should prevent a public trading market from developing and may adversely affect the ability of an investor to liquidate his or her investment quickly. It is expected that such procedures will remain in effect until such time, if ever, as further revision of the Revenue Act of 1987 may permit the Partnership to lessen the scope of the restrictions. As of June 8, 2006 the Partnership has approximately 9,103 registered holders of an aggregate of 139,101.5 BACs. All of the Partnership's general partnership interests, representing an aggregate capital contribution of $2,000, are held by the two General Partners. Certain Subsidiary Partnerships are subject to HUD restrictions which limit annual cash distributions to partners and restrict the Subsidiary Partnerships from selling or otherwise liquidating their assets during the period that the agreement with HUD is in existence without HUD's approval. Pursuant to the terms of the Partnership Agreement there are no material restrictions that restrict the ability of the Partnership to make distributions. However, the Partnership has made no distributions to BACs holders as of March 31, 2006. The Partnership does not anticipate providing cash distributions to BACs holders other than distributions of sale or refinancing proceeds upon the disposition of Properties. Transfer Procedures ------------------- The Partnership from time to time receives requests by unit holders and others to transfer BACs and/or Limited Partnership Interests. Such requests may occur in connection with tender offers for the Partnership's units. Such requests implicate the Partnership's policies and procedures concerning transfers generally and tender offers in particular, which were adopted by the Partnership pursuant to the terms of its Partnership Agreement, to ensure compliance with applicable law, avoid adverse tax consequences for the Partnership and its investors, and preserve the Partnership's advantageous tax status. In prior years, the Partnership relied on the 5% safe harbor established by Internal Revenue Service ("IRS") regulations to avoid being characterized as a "publicly-traded partnership" that is taxed as a corporation. The 5% safe harbor, however, expired and is no longer available as of December 31, 2005. Accordingly, the Partnership now relies on a 2% safe harbor established by another IRS regulation to avoid being characterized as a "publicly-traded partnership" that is taxed as a corporation. A brief summary of certain of the Partnership's key policies, practices and requirements with respect to transfers and tender offers is as follows: o No transfer (whether for substitution, assignment or otherwise) is effective or binding on the Partnership unless and until it is approved by the General Partners. o No transfer will be approved unless the transferor and transferee submit complete and properly executed forms of the Partnership's own transfer documentation. The Partnership does not accept forms of transfer documentation other than its own and does not accept signatures made by power of attorney in lieu of original signatures by each of the transferors and transferees. o The Partnership will not approve transfers that in the cumulative aggregate for any tax year exceed the IRS 2% safe harbor, unless a financially responsible person provides the Partnership and its partners with (i) an indemnity (in form and substance in all ways acceptable to the General Partners) for all liability (including, without limitation, any adverse tax consequences) arising from or relating to exceeding the 2% safe harbor and (ii) a legal opinion (in form and substance in all ways acceptable to the General Partners) that there will be no adverse tax consequences to the Partnership and its partners from exceeding the 2% safe harbor. o It order to avoid the undesirable situation of one or more tender offers consuming the entire safe harbor limitation early in the tax year and leaving the Partnership's remaining investors with no liquidity opportunity for the rest of that tax year, the Partnership restricts the cumulative aggregate total of transfers made pursuant to all tender offers to 1.5% of its outstanding units in each tax year, unless a financially responsible person conducting such tender offer provides the Partnership with an acceptable indemnity and legal opinion of the type described above. At the end of each tax year, the General Partners, in its discretion, may allow the cumulative total number of transfers (including those by tender offer) to reach the 2% safe harbor limit. o The Partnership requires that all tender offers for its units be conducted in accordance with all applicable law including, without limitation, the federal securities laws. 10 The foregoing is solely a summary of the Partnership's policies, requirements and practices with respect to transfers and tender offers. More complete information, including a copy of the Partnership's transfer documentation package, may be obtained from the Partnership. Item 6. Selected Financial Data The information set forth below presents selected financial data of the Partnership from the last five fiscal years. Additional financial information is set forth in the audited financial statements in Item 8 hereof.

~~Year~~Years Ended March 1531, ---------------------------------------------------------------------------- OPERATIONS 2006 2005*/** 2004*/** 2003*/** 2002* ~~2001~~/** --------------------------------------- ------------ ------------ ------------- ------------- ------------- Revenues $ 3121,~~256~~941,~~829~~072 $ 3121,~~145~~681,~~070~~392 $ 3121,~~067~~211,~~681~~877 $ 3021,~~517~~138,~~091~~687 $ 3020,~~762~~898,~~640~~443 Operating expenses (4533,~~312~~876,~~877~~635) (4433,~~734~~439,~~937~~007) (4732,~~924~~916,~~683~~269) (4333,~~671~~659,~~534~~063) (4332,~~741~~220,~~986~~295) ------------ ------------ ------------- ------------- ------------- Loss from operations before minority interest and extraordinary item (1411,~~056~~935,~~048~~563) (1311,~~589~~757,~~867~~615) (1611,~~857~~704,~~002~~392) (1312,~~154~~520,~~443~~376) (1211,~~979~~321,~~346~~852) ~~minority interest and extraordinary item~~ Minority interest in loss of subsidiary partnerships from operations ~~288~~310,~~676~~962 ~~279~~381,~~605~~135 ~~281~~242,~~528~~086 ~~265~~283,~~741~~874 ~~211~~173,~~041~~857 Income (loss) from discontinued operations including gain (loss) on sale and minority interest ~~902~~4,~~601 13~~911,~~287,~~290 (~~968~~1,~~267~~562,924) 11,364,701 (15,~~304~~381,~~731~~872) (13,~~279~~120,~~004~~071) Extraordinary item -forgiveness of indebtedness income 0 0 0 0 2,156,560 0 ------------ ------------ ------------- ------------- ------------- Net loss $ (126,~~864~~713,~~771~~311) $(2212,~~972~~939,404) $ (1797,~~543,741~~605) $(1217,~~036~~618,~~873~~374) $(1412,~~047~~111,~~309~~506) ============ ============ ============= ============= ============= Net loss - limited partners $ (126,~~736~~646,~~124~~178) $ (2212,~~742~~810,010) $ (1796,~~368,304~~629) $ (1117,~~916~~442,~~504~~190) $ (1311,~~906~~990,~~836~~391) ============ ============ ============= ============= ============= Loss from operations per BAC $ (9782.9873) $ (9480.7397) $ (~~117~~81.9758) $ (9187.7309) $ (9079.8834) Income (loss) from discontinued operations per BAC 634.4295 ~~94.57~~ (611.8912) 80.88 (938.2930) (922.1021) Extraordinary item per BAC 0 0 0 0 15.35 0 ------------ ------------ ------------- ------------- ------------- Net loss per BAC $ (9147.5678) $ (92.1609) $ (~~124~~.8670) $ (85125.6739) $ (9986.9820) ============ ============ ============= ============= ============= Year Ended March 15, --------------------------------------------------------------------------- FINANCIAL POSITION 2005 2004 2003 2002 2001 ---------------------------------- ------------ ------------ ------------- ------------- ------------- Total assets $173,313,829 $186,296,356 $ 200,113,780 $ 212,833,322 $ 224,963,913 ============ ============ ============= ============= ============= Total liabilities $269,923,984 $270,046,767 $ 283,228,034 $ 277,364,748 $ 277,376,359 ============ ============ ============= ============= ============= Minority interest $ (1,476,100) $ (1,481,127) $ (867,942) $ 71,145 $ 253,252 ============ ============ ============= ============= ============= Total partners' deficit $(95,134,055) $(82,269,284) $ (82,246,312) $ (64,702,571) $ (52,665,698) ============ ============ ============= ============= =============

March 31, ------------------------------------------ ~~2005 2004 2003~~ ---------- ---------- ------------------ ~~Interest~~FINANCIAL $POSITION ~~189,995~~2006 $2005** ~~178,526~~2004** $2003** ~~324,821~~2002** ~~Other~~----------------------- ~~1,118,305~~------------- ~~831,147~~------------- ~~1,007,985~~ ------------- ------------- ------------- Total ~~other~~assets ~~revenue~~$ 143,945,260 $1 173,~~308~~313,~~300~~829 $ 186,296,356 $ 200,113,780 $ 212,833,322 ============= ============= ============= ============= ============= Total liabilities $ 247,046,190 $ 271,193,203 $ 271,241,053 $ 284,347,987 $ 278,410,068 ============= ============= ============= ============= ============= Minority interest $ (24,345) $ (1,~~009~~476,~~673~~100) $ (1,~~332~~481,~~806~~127) $ (867,942) $ 71,145 ============= ============= ============= ============= ============= Total partners' deficit $(103,076,585) $ (96,403,274) $ (83,463,870) $ (83,366,265) $ (65,747,891) ============= ============= ============= ============= =============

* Reclassified for comparative purposes. ** As restated (see Note 15 in Item 8). During the year ended March 31, 2006, 2005 and 2004, total assets and liabilities decreased primarily due to a decrease in property and equipment and mortgage notes payable resulting from the sale of Local Partnerships. During the years ended March 31, 2003 and 2002, total assets decreased primarily due to depreciation, partially offset by net additions to property and equipment. During the years ended March 31, 2003 and 2002, total liabilities increased primarily due to the accrual of principal and interest payments at one of the Local Partnerships along with the increase in obligations at the remaining Local Partnerships. 11 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations Liquidity and Capital Resources ------------------------------- Through March 31, 2006, the Partnership had originally invested approximately $109,000,000 (not including acquisition fees) of the net proceeds of its Offering in 62 Local Partnerships, of which approximately $68,000 remains to be paid including approximately $58,000 held in escrow. During the year ended March 31, 2006, the Partnership sold its limited partnership interest in nine Local Partnerships, the property and the related assets and liabilities of three Local Partnerships and transferred the deed to the property and the related assets and liabilities at one Local Partnership. Through the year ended March 31, 2006, the Partnership has sold the property and the related assets and liabilities of four Local Partnerships, its limited partnership interest in fourteen Local Partnerships and transferred the deed to the property and the related assets and liabilities at one Local Partnership (see Note 10 in Item 8). In addition, as of March 31, 2006, the Partnership entered into contracts to sell three additional Local Partnerships (see Note 11 in Item 8). Subsequently, the Partnership sold a building in one of its Local Partnerships, the property and the related assets and liabilities of a Local Partnership and entered into a purchase and sale agreement to sell the property and the related assets and liabilities of one additional Local Partnership (see Note 16 in Item 8). Short-Term ---------- During the year ended March 31, 2006, the Partnership's primary sources of funds included: (i) working capital reserves; (ii) interest earned on the working capital reserves; (iii) cash distributions from operations of the Local Partnerships; and (iv) sales proceeds and distributions. Such funds are available to meet the obligations of the Partnership but are not expected to be significant. For the year ended March 31, 2006, cash and cash equivalents of the Partnership increased approximately $1,835,000. This increase was attributable to cash provided by operating activities ($174,000), net proceeds from sale of properties ($3,818,000), an increase in accounts payable and other liabilities from deferred revenue on sale of limited partnership interests ($2,731,000), an increase in advances from debt guarantor ($900,000) and a net increase in due to Local General Partners and affiliates relating to investing activities ($69,000), which exceeded a decrease in capitalization of consolidated subsidiaries attributable to minority interest ($136,000), net repayments on mortgage notes ($4,475,000), an increase in deferred costs ($60,000), acquisition of property and equipment ($1,082,000) and an increase in cash held in escrow relating to investing activities ($103,000). Included in the adjustments to reconcile the net loss to net cash provided by operating activities is depreciation and amortization ($9,182,000), gain on sale of properties ($5,064,000), and an increase in due to debt guarantor in the amount of $3,360,000. Total expenses for the years ended March 31, 2006, 2005, and 2004, excluding depreciation and amortization, interest and general and administrative-related parties, totaled $14,790,983, $14,602,629 and $14,178,883, respectively. Accounts payable as of March 31, 2006 and 2005 was $6,939,856 and $5,868,610, respectively. Accounts payable are short term liabilities which are expected to be paid from operating cash flows, working capital balances at the Local Partnership level, local general partner advances and in certain circumstances advances from the Partnership. Because the provisions of the secondary loans defer the payment of accrued interest of the respective Local Partnerships, the Partnership believes it (and the applicable Local Partnerships) has sufficient liquidity and ability to generate cash and to meet existing and known or reasonably likely future cash requirements over both the short and long term. Accrued interest payable as of March 31, 2006 and 2005 was $17,923,357 and $17,806,060, respectively. Accrued interest payable represents the accrued interest on all mortgage loans, which include primary and secondary loans. Certain secondary loans have provisions such that interest is accrued but not payable until a future date. The Partnership anticipates the payment of accrued interest on the secondary loans (which make up the majority of the accrued interest payable amount and which have been accumulating since the Partnership's investment in the respective Local Partnership) will be made from future refinancings or sales proceeds of the respective Local Partnerships. In addition, each Local Partnership's mortgage notes are collateralized by the land and buildings of the respective Local Partnership, and are without further recourse to the Partnership. The Partnership has an unconsolidated working capital reserve of approximately $2,433,000 at March 31, 2006. Partnership management fees owed to the General Partners amounted to approximately $11,822,000 and $11,045,000 and were accrued and unpaid at March 31, 2006 and 2005. Without the General Partners' continued accrual without payment of these fees and expense reimbursements, the Partnership will not be in a position to meet its obligations. The General Partners have allowed for the accrual without payment of these amounts but are under no obligation to continue to do so. Cash distributions received from the Local Partnerships, as well as the working capital reserves referred to above, will be used towards the future operating expenses of the Partnership. During the years ended March 31, 2006, 2005 and 2004, the amounts received from operations of the Local Partnerships were approximately $902,000, $399,000 and $330,000, respectively. Additionally, during the years ended March 31, 2006, 2005 and 2004, the Partnership received approximately $1,623,000, $0 and $0 of distributions from the sale of properties and approximately $835,000, $841,000 and $0 in proceeds from the sale of Local Partnerships' limited partnership interest. Long-Term --------- The Partnership is not expected to have access to additional sources of financing, and in particular will not have the ability to assess BACs holders for additional capital contributions to provide capital if needed by the Partnership. Accordingly, if circumstances arise that cause a Local Partnership to require capital in addition to that contributed by the Partnership and any equity of the Local General Partner, the only sources from which such capital needs will be able to be satisfied (other than the limited reserves available at the Partnership level) will be additional third party debt financing (which may not be available if, as expected, the Property owned by the Local Partnership is already substantially leveraged or, as in the case of certain Properties, the incurrence of third party debt is not permitted) or additional equity contributions of the Local General Partner or other equity sources (which could adversely affect the Partnership's interest in operating cash flow and/or proceeds of sale or refinancing of the Property and result in adverse tax consequences to the BACs holders). There can be no assurance that any of such 12 sources would be readily available in sufficient proportions to fund the capital requirements of the Local Partnerships in question, particularly if the residual value of a Property is uncertain. If such sources are not available, such Local Partnership would risk foreclosure on its Property if it was unable to renegotiate the terms of its first mortgage and any other debt with the lenders thereof. The risks associated with the need of such Local Partnership to refinance its underlying first mortgage debt are exacerbated by the probability that the term of certain favorable assistance programs from which a Local Partnership may benefit will expire prior to the end of the Compliance Period with respect to such Local Partnership's Property. For a discussion of contingencies affecting certain Local Partnerships, see Results of Operations of Certain Local Partnerships below. Since the maximum loss the Partnership would be liable for 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. However, the Partnership's loss of its investment in a Local Partnership may also result in recapture of Tax Credits if the investment is lost before the expiration of the Compliance Period. Except as described above, management is not aware of any trends or events, commitments or uncertainties, which have not otherwise been disclosed, that will or are likely to impact liquidity in a material way. Management believes the only impact would be from laws that have not yet been adopted. The portfolio is diversified by the location of the Properties around the United States so that if one area of the country is experiencing downturns in the economy, the remaining Properties in the portfolio may be experiencing upswings. However, the geographic diversifications of the portfolio may not protect against a general downturn in the national economy. In preparing the consolidated financial statements, management has made estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Set forth below is a summary of the accounting policies that management believes are critical to the preparation of the consolidated financial statements. The summary should be read in conjunction with the more complete discussion of the Partnership's accounting policies included in Note 2 in Item 8. Critical Accounting Policies ---------------------------- 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 such property and equipment. The cost of property and equipment is depreciated over their estimated useful lives using accelerated and straight-line methods. Expenditures for repairs and maintenance are charged to expense as incurred; major renewals and betterments are capitalized. At the time property and equipment are retired or otherwise disposed of, the cost and accumulated depreciation are eliminated from the assets and accumulated depreciation accounts and the profit or loss on such disposition is reflected in earnings. The Partnership complies with Statement of Financial Accounting Standards No. 144 "Accounting for the Impairment or Disposal of Long-Lived Assets" ("SFAS No. 144"). 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. Property investments themselves are reduced to estimated fair value (generally using discounted cash flows) when the Property is considered to be impaired and the depreciated cost exceeds estimated fair value. Through March 31, 2006, the Partnership has recorded approximately $23,937,000 as a loss on impairment of assets. In accordance with SFAS No. 144, the results of discontinued operations are reported as a separate component of income before extraordinary items on the consolidated statements of operations. Discontinued operations include the results of operations and any gain or loss recognized for Local Partnerships that have been disposed of or are held for sale. A gain or loss recognized on the disposal is disclosed in the notes to the financial statements. Adjustments to amounts previously reported in operations that are directly related to the disposal of a Local Partnership are reclassified in the current period as discontinued operations for comparability purposes. Assets and liabilities of a Local Partnership that are classified as held for sale are presented separately in the asset and liability sections, respectively, of the consolidated balance sheets. 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. Such assets would be classified as property and equipment-held for sale and are not depreciated. Property and equipment that are held for sale are included in discontinued operations. There are three assets classified as property and equipment-held for sale as of March 31, 2006 (see Note 11 in Item 8). Revenue Recognition ------------------- Rental income is earned primarily under standard residential operating leases and is typically due the first day of each month, but can vary by property due to the terms of the tenant leases. Rental income is recognized when earned and as rents become due and charged to tenants' accounts receivable if not received by the due date. Rental payments received in advance of the due date are deferred until earned. Rental subsidies are recognized as rental income during the month in which it is earned. Other revenues are recorded when earned and consist of the following items: Interest income earned on cash and cash equivalent balances and cash held in escrow balances, income from forfeited security deposits, late charges, laundry and vending income, and other rental related miscellaneous items. 13 Other revenues from operations include the following amounts at both the Partnership and Local Partnership level:

Years Ended March 31, ------------------------------------------ 2006 2005* 2004* ~~2003~~ ---------- ---------- ---------- Interest $ 8175,~~367~~251 $ 1398,~~817~~412 $ 2097,~~968~~501 Other ~~422~~699,~~864~~595 ~~214~~917,~~318~~709 ~~356~~589,~~015~~488 ---------- ---------- ---------- Total other revenue $ ~~431~~874,~~231~~846 $ ~~228~~1,~~135~~016,121 $ ~~376~~686,~~983~~989 ========== ========== ==========

* Reclassified for comparative purposes. Other revenues from discontinued operations include the following amounts at both the Partnership and Local Partnership level:

~~Less than 1 - 3 3 -5 More than Total 1 Year~~ Years ~~Years~~Ended 5March ~~Years~~31, ------------ ------------ -------------- 2006 2005* 2004* -------- ---- ---- -------- ~~Mortgage~~Interest ~~notes payable (a)~~ $~~159,944,368~~ ~~$ 10~~53,~~470,893~~331 $ 1099,~~835,822~~950 $ 994,~~370,568~~842 ~~$129,267,085~~Other ~~Due to debt guarantor (b) 54~~220,~~153,086~~621 54623,~~153,086~~460 ~~0 0 0 Land lease obligations (c) 2~~455,~~851,696~~977 ~~68,084 136,168 136,168 2,511,276 Developer loans and accrued interest (d) 1,335,500 1,335,500 0 0 0 Land note payable (e) 1,505,106 1,505,106 0 0 0~~ --------~~----~~ --------~~----~~ --------~~----~~ ~~------------ ------------~~ Total ~~$219,789,756~~other $revenue ~~67,532,669~~ $ 10273,~~971,990~~952 $ 9723,~~506,736~~410 $~~131~~550,~~778,361~~819 ========~~====~~ ========~~====~~ ========~~==== ============ ============~~

* Reclassified for comparative purposes. Income Taxes ------------ The Partnership is not required to provide for, or pay, any federal income taxes. Net income or loss generated by the Partnership is passed through to the partners and is required to be reported by them. The Partnership may be subject to state and local taxes in jurisdictions in which it operates. For income tax purposes, the Partnership has a fiscal year ending December 31 (see Note 9 in Item 8). Tabular Disclosure of Contractual Obligations --------------------------------------------- The following table summarizes the Partnership's commitments from operations as of March 31, 2006 to make future payments under its debt agreements and other contractual obligations.

~~ASSETS~~Less ~~March~~than ~~31,~~1 -~~-----------------------------~~ 2005 2004* ------------- ------------- Operating assets: Property and equipment - at cost, less accumulated depreciation (Notes 2, 4 and 12) $ 145,904,381 $ 163,934,774 Cash and cash equivalents (Notes 2, 3 ~~and 12) 2,959,570~~ 3~~,656,322~~ ~~Cash~~- ~~held in escrow (Notes 3 and~~ 5) ~~12,225,370~~More ~~13,258,260~~than ~~Deferred~~Total ~~costs~~1 -Year ~~less~~Years ~~accumulated~~Years ~~amortization~~5 ~~(Notes~~Years ~~2 and 6) 2,528,664 2,670,475 Other assets 2,865,646 2,776,525~~ ------------- ------------- ~~Total operating assets 166,483,631 186,296,356~~ ------------- ------------- Assets from discontinued operations (Note 13): Property and equipment held for sale, net of accumulated depreciation of $7,320,799 and $0, respectively (Note 4) 4,904,925 0 Net assets held for sale 1,925,273 0 ------------- ~~-------------~~Mortgage ~~Total~~notes ~~assets~~payable ~~from~~(a) ~~discontinued operations 6~~$115,~~830~~130,~~198~~084 ~~0 ------------- ------------- Total assets~~ $ ~~173~~8,~~313~~265,~~829~~256 $ ~~186~~4,~~296~~922,~~356~~658 ~~============= ============= LIABILITIES AND PARTNERS' DEFICIT Operating liabilities: Mortgage notes payable (Note 7)~~ $ ~~159~~6,~~944~~437,~~368~~182 $ ~~172~~95,~~456~~504,~~295~~988 Due to debt guarantor (~~Note 12(a~~b)) 5458,~~153~~413,~~086~~027 4958,~~958~~413,~~612~~027 ~~Accounts~~0 ~~payable~~0 ~~5,393,345~~0 ~~6,547,074~~Land ~~Accrued~~lease ~~interest~~obligations ~~payable~~(c) 172,~~012~~860,~~106~~000 1566,~~895~~000 132,~~951~~000 ~~Security deposit payable 1~~132,~~455,489~~000 12,~~601~~530,~~391~~000 ~~Due~~Developer toloans ~~local general partners~~ and ~~affiliates~~accrued ~~(Note~~interest 8(d) 121,~~589~~344,~~346~~418 111,~~682~~344,~~238~~418 ~~Due~~0 to0 ~~general~~0 ~~partners~~Land ~~and~~note ~~affiliates~~payable (~~Note 8~~e) 121,~~898~~565,~~094~~106 111,~~905~~565,~~206~~106 ~~-------------~~0 ------------- Total operating liabilities 263,445,834 270,046,767 ------------- ------------- Liabilities from discontinued operations (Note 13): Mortgage notes payable of asset held for sale (Note 7) 6,917,348 0 ~~Net liabilities held for sale including minority interest (439,198)~~ 0 ------------- ------------- ~~Total liabilities from discontinued operations 6,478,150 0~~ ------------- ------------- ~~Minority interest (Note 2) (1,476,100) (1,481,127)~~ ------------- ~~-------------~~Total ~~Commitments and contingencies (Notes 7~~$179, ~~8 and 12) Partners' deficit Limited partners (139~~312,~~101.5~~635 ~~BACs~~$ ~~issued and outstanding) (Note 1) (92~~69,~~947~~653,~~257)~~807 ~~(80,211,134)~~$ ~~General partners (2~~5,~~186~~054,~~798)~~658 ~~(2,058,150) ------------- ------------- Total partners' deficit (95,134,055) (82,269,284) ------------- ------------- Total liabilities and partners' deficit~~ $ ~~173~~6,~~313~~569,~~829~~182 $ ~~186~~98,~~296~~034,~~356~~988 ============ ============ ============ ============ ============

(a) The mortgage notes, which are collateralized by land and buildings, are payable in aggregate monthly installments of approximately $604,000, including principal and interest at rates varying from 0% to 11.38% per annum, through the year 2044. Each Subsidiary Partnership's mortgage note payable is without further recourse and is collateralized by the land and buildings of the respective Subsidiary Partnership and the assignment of such Subsidiary Partnership's rent and leases. (b) R.P.P. Limited Dividend Housing Association Limited Partnership ("River Place") has experienced significant losses from operations and has been unable to generate sufficient cash flow to make the required principal and interest payments under its loan agreements. River Place's debt guarantor, General Retirement System of the City of Detroit ("GRS"), entered into an agreement with the Michigan State Housing Authority (the "Authority") to purchase these loans upon the occurrence of certain events. GRS has declared River Place in default under its obligation to make the required payments. During 1996, GRS agreed to waive its right of foreclosure under the mortgages, through February 1, 2006. GRS has not granted an extention to its waiver to foreclose beyond February 1, 2006 and can exercise its right to foreclose at any time. GRS has made advances for debt service and has incurred certain fees relating to these loans totaling $58,413,027, including accrued interest on such advances at a rate of 15%. Such amount is included in the amount due to debt guarantor on the balance sheet. (c) Two of the Subsidiary Partnerships are leasing the land on which the Properties are located, for terms ranging from 50 to 99 years. The leases on these Properties are noncancelable. At December 31, 2005, those Subsidiary Partnerships were committed to minimum future annual rentals on the leases aggregating approximately $66,000 for each of the next five years, and $2,530,000 total thereafter. (d) See Note 8(C) (i) in Item 8. Financial Statements and Supplementary Data (e) See Note 8(C) (ii) in Item 8. Financial Statements and Supplementary Data 14 The following table summarizes the Partnership's commitments from discontinued operations as of March 31, 2006 to make future payments under its debt agreements and other contractual obligations.

~~Years~~Less ~~Ended~~than ~~March 31, -------------------------------------------- 2005 2004* 2003* ------------ ------------ ------------ Operations: Revenues Rental income $ 29,948,529 $ 30,135,397 $ 29,734,875 Other~~ 1~~,308,300~~ ~~1,009,673 1,332,806~~ -~~-----------~~ ------------ ------------ Total Revenues 31,256,829 31,145,070 31,067,681 ------------ ------------ ------------ Expenses General and administrative 6,596,225 6,906,044 7,084,826 General and administrative-related parties (Note 8) 3~~,172,475~~ 3~~,221,599~~ ~~3,213,101~~- ~~Repairs and maintenance 6,019,397~~ 5~~,459,901~~ ~~5,808,476~~More ~~Operating~~than ~~and~~Total ~~other 3,566,690 3,466,368 3,266,371 Real estate taxes~~ 1~~,907,373~~ ~~1,825,087~~Year ~~1,776,144~~Years ~~Insurance~~Years ~~2,049,393~~5 ~~1,961,244~~Years ~~1,702,210 Interest 12,809,557 12,764,122 13,236,279 Depreciation and amortization 9,191,767 9,130,572 9,683,396 Loss on impairment of fixed assets (Note 4) 0 0 2,153,880~~ ------------ ------------ ------------ ~~Total expenses 45,312,877 44,734,937 47,924,683~~ ------------ ------------ ~~------------~~Mortgage ~~Loss~~notes ~~from~~payable ~~operations before minority interest~~ (~~14,056,048~~a) (13,589,867) (16,857,002) Minority interest in loss of subsidiary partnerships from operations 288,676 279,605 281,528 ------------ ------------ ------------ Loss from operations (13,767,372) (13,310,262) (16,575,474) Discontinued operations (Note 13): Income (loss) from discontinued operations (including gain (loss) on sale of properties and minority interest) 902,601 13,287,290 (968,267) ------------ ------------ ------------ Net loss $~~(12~~22,~~864~~358,~~771)~~177 $ ~~(22~~3,~~972) $(17~~676,~~543,741)~~596 ~~============ ============ ============ Loss from operations - limited partners~~ $~~(13,629,698)~~ ~~$(13~~1,~~177~~694,~~160)~~246 $~~(16,409,720)~~ ~~Income (loss) from discontinued operations (including gain (loss) on sale of properties and minority interest) - limited partners 893~~1,~~575 13~~770,~~154,417~~761 ~~(958,584) ------------ ------------ ------------ Net loss - limited partners~~ $~~(12~~15,~~736~~216,~~124)~~574 ~~$ (22,742) $(17,368,304)~~ ============ ============ ============ ~~Number of BACs outstanding 139,101.5 139,101.5 139,101.5~~ ============ ============ ============ Loss from operations per BAC $ (97.98) $ (94.73) $ (117.97) Income (loss) from discontinued operations (including gain (loss) on sale of properties and minority interest) - per BAC 6.42 94.57 (6.89) ------------ ------------ ------------ Net loss per BAC $ (91.56) $ (.16) $ (124.86) ============ ============ ============

(a) The mortgage notes, which are collateralized by land and buildings, are payable in aggregate monthly installments of approximately $120,000, including principal and interest at rates varying from 1% to 11.5% per annum, through the year 2040. Each Subsidiary Partnership's mortgage note payable is without further recourse and is collateralized by the land and buildings of the respective Subsidiary Partnership and the assignment of such Subsidiary Partnership's rent and leases. Off Balance Sheet Arrangements ------------------------------ The Partnership has no off-balance sheet arrangements. New Accounting Pronouncements ----------------------------- In June 2005, the Financial Accounting Standards Board ("FASB") issued SFAS No. 154, Accounting Changes and Error Corrections ("FAS 154"). FAS 154 replaces Accounting Principles Board Opinion No. 20, Accounting Changes, and Statement of Financial Accounting Standards No. 3, Reporting Accounting Changes in Interim Financial Statements. FAS 154 requires that a voluntary change in accounting principle be applied retrospectively with all prior period financial statements presented on the new accounting principle. FAS 154 also requires that a change in method of depreciating or amortizing a long-lived nonfinancial asset be accounted for prospectively as a change in estimate, and correction of errors in previously issued financial statements should be termed a restatement. FAS 154 is effective for accounting changes and correction of errors made in fiscal years beginning after December 15, 2005. Since the Partnership's financial statements are presented on a consolidated basis, the Partnership does not expect the adoption of FAS 154 to have a material impact on the consolidated financial statements. In June 2005, the FASB issued Emerging Issues Task Force No. 04-5, Determining Whether a General Partner, or the General Partners as a Group, Controls a Limited Partnership or Similar Entity When the Limited Partners Have Certain Rights ("EITF No. 04-5"). EITF No. 04-5 replaces counterpart requirements in Statement of Position 78-9, which provides guidance on accounting for investments in real estate ventures and limited partners. Under EITF No. 04-5, the general partner's control would be overcome if the limited partners have either (i) "kick-out rights" - the right to dissolve or liquidate the partnership or otherwise remove the general partner "without cause" or (ii) "participating rights" - the right to effectively participate in significant decisions made in the ordinary course of the partnership's business. The kick-out rights and the participating rights must be substantive in order to overcome the general partner's control. EITF No. 04-5 is now effective. Since the Partnership's financial statements are presented on a consolidated basis, the adoption of EITF No. 05-4 has not had a material effect on the Partnership's consolidated financial statements. Results of Operations --------------------- The following is a summary of the results of operations of the Partnership for the years ended March 31, 2006, 2005 and 2004 ("Fiscal 2005", "Fiscal 2004" and "Fiscal 2003", respectively). The majority of the Local Partnerships' income continues to be in the form of rental income, with the corresponding expenses (excluding loss on impairment of assets) being divided among operations, depreciation and mortgage interest. The loss from operations for the 2005, 2004 and 2003 Fiscal Years totaled $11,624,601, $11,376,480 and $11,462,306, respectively. 2005 vs. 2004 ------------- Rental income increased approximately 2% for Fiscal 2005 as compared to Fiscal 2004, primarily due to decreased vacancies at one Local Partnership and increased rental rates at the other Local Partnerships, offset by a decrease in rents received at one Local Partnership due to its closing from damage caused by Hurricane Katrina. Other income decreased approximately $141,000 for Fiscal 2005 as compared to Fiscal 2004, primarily due to one Local Partnership modifying its primary mortgage loan during Fiscal 2004. The primary mortgage was reduced in the amount of $1,500,000 with a corresponding increase in the support loan. In addition, the note holder forgave all the delinquent interest and related fees associated with the mortgage amounting to approximately $293,000 which is included in other income during Fiscal 2004. This decrease in other income was offset by a tax rebate received at one Local Partnership, an increase in laundry and late fee income at a second Local Partnership and an increase in interest earned at the Partnership level due to a larger cash balance earning interest during Fiscal 2005. Total expenses remained fairly consistent with an increase of approximately 1% for Fiscal 2005 as compared to Fiscal 2004. 2004 vs. 2003 ------------- Rental income increased approximately 1% for Fiscal 2004 as compared to Fiscal 2003, primarily due to rental rate increases at the Local Partnerships offset by increased vacancies at one Local Partnership. Other income increased approximately $329,000 for Fiscal 2004 as compared to Fiscal 2003, primarily due to one Local Partnership modifying its primary mortgage loan during Fiscal 2004. The primary mortgage was reduced in the amount of $1,500,000 with a corresponding increase in the support loan. In addition, 15 the note holder forgave all the delinquent interest and related fees associated with the mortgage amounting to approximately $293,000 which is included in other income. Total expenses, excluding repairs and maintenance, remained fairly consistent with an increase of less than 1% for Fiscal 2004 as compared to Fiscal 2003. Repairs and maintenance increased approximately $512,000 for Fiscal 2004 as compared to Fiscal 2003, primarily due to the painting of the building's exterior at one Local Partnership, increases in payroll and contracts at three additional Local Partnerships and an increase in security costs and the painting of the building's exterior at a fifth Local Partnership. Results of Operations of Certain Local Partnerships --------------------------------------------------- (a) Subsidiary Partnership - Going Concerns and Uncertainties R.P.P. Limited Dividend Housing Association Limited Partnership ("River Place") ------------------------------------------------------------------------------- River Place has experienced significant losses from operations and has been unable to generate sufficient cash flow to make the required principal and interest payments under its loan agreements. River Place's debt guarantor, General Retirement System of the City of Detroit ("GRS"), entered into an agreement with the Michigan State Housing Authority (the "Authority") to purchase these loans upon the occurrence of certain events. GRS has declared River Place in default under its obligation to make the required payments. During 1996, GRS agreed to waive its right of foreclosure under the mortgages, through February 1, 2006. GRS has not granted an extention to its waiver to forclose beyond February 1, 2006 and can exercise its right to foreclose at any time. GRS has made advances for debt service and has incurred certain fees relating to these loans totaling $58,413,027, including accrued interest on such advances at a rate of 15%. Such amount is included in the amount due to debt guarantor on the balance sheet. Management anticipates that River Place will be unable to make all of the required debt service payments during 2006. However, there is no guarantee that GRS, or any other person, will continue to make these payments on behalf of the River Place. Additionally, because River Place has been declared in default of its obligations under the guarantor agreement, the Authority could elect to declare River Place to be in default under the loan agreements pursuant to certain provisions contained therein but have elected not to do so as a result of GRS making the required debt service payments. Accordingly, it is uncertain whether River Place will be able to continue as a going concern. The financial statements of River Place have been prepared assuming that River Place will continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. The Partnership's investment in River Place has been written down to zero by prior years' losses and the minority interest balance was approximately $883,000 at both March 31, 2006 and 2005. The net loss after minority interest for River Place amounted to approximately $4,056,000, $3,526,000 and $3,249,000 for the years ended March 31, 2006, 2005 and 2004, respectively. Longfellow Heights Apartments, L.P. ("Longfellow") -------------------------------------------------- The financial statements of Longfellow have been prepared assuming that it will continue as a going concern. Longfellow's note with Hallmark Corporate Foundation matures September 1, 2006. The principal balance of the note at December 31, 2005 was $1,237,648 and based on historical operations of Longfellow, it is not expected to be able to pay the principal balance in 2006. Longfellow intends to extend or renegotiate the note during 2006. The Partnership's investment in Longfellow was written down to zero by prior years' losses and the minority interest was $0 at both March 31, 2006 and 2005. The net loss after minority interest for Longfellow amounted to approximately $370,000, $311,000 and $335,000 for the years ended March 31, 2006, 2005 and 2004, respectively. Citrus Meadows Apartments, LTD. ("Citrus Meadows") -------------------------------------------------- The financial statements of Citrus Meadows have been prepared assuming that it will continue as a going concern. Citrus Meadows incurred a net loss of $527,989 during the current period and has incurred a Partner's deficit of $8,035,012 since inception. Current economic conditions have limited the ability of Citrus Meadows to increase tenant occupancy. In response to economic conditions, management has reduced expenses and increased advertising to attract new tenants. Also, nonessential capital expenditures have either been eliminated or postponed. With record low interest rates, more people are purchasing housing instead of renting. At this time, the Local General Partner is funding the deficit. Because it is unclear whether Citrus Meadows will be successful in accomplishing these objectives, there is uncertainty about Citrus Meadow's ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary should Citrus Meadows be unable to continue as a going concern. The Partnership's investment in Citrus Meadows has been written down to zero by prior years' losses and the minority interest balance was $0 at both March 31, 2006 and 2005. The net loss after minority interest amounted to approximately $528,000, $777,000 and $568,000 for the years ended March 31, 2006, 2005 and 2004, respectively. Puerto Rico Historic Zone Dividend Partnership ("San Justo") ------------------------------------------------------------ The financial statements of San Justo have been prepared assuming that it will continue as a going concern. San Justo has suffered recurring losses from operations. At December 31, 2005, San Justo had a partners' deficit of $1,901,629 and has not complied with the total interest payment requirement of its mortgage note with the Puerto Rico Housing Finance Authority that raise substantial doubt about San Justo's ability to continue as a going concern. The management of San Justo has recommended that it liquidate its assets in an orderly manner in order to comply with its obligations. The Partnership's investments in San Justo have been written down to zero by prior years' losses and the minority interest balance was approximately $0 at both March 31, 2006 and 2005. The net loss after minority interest for San Justo was approximately $313,000, $234,000 and $231,000 for the years ended March 31, 2006, 2005 and 2004, respectively. b) Subsidiary Partnership - Other Jefferson Limited Partnership ("Jefferson") ------------------------------------------- At December 31, 2005 and 2004, Jefferson's current liabilities exceeded its current assets by approximately $1,289,000 and $130,000, respectively. Although this condition could raise substantial doubt about Jefferson's ability to continue as a going concern, such doubt is alleviated by the following: (i) included in current liabilities at December 31, 2005 is $1,101,180, the entire unpaid principal of Jefferson's first mortgage note (This classification is 16 caused by a default with the terms of the note that results from Jefferson being in arrears by one monthly installment payment at December 31, 2005. The missed payment stems from an error in cash management. The management of Jefferson has taken corrective measures and all first mortgage note installments are current in early 2006.) and (ii) $85,440 and $72,891 of current liabilities at December 31, 2005 and 2004, respectively, are to related parties which do not intend to pursue payment beyond Jefferson's ability to pay. Accordingly, management believes that Jefferson has the ability to continue as a going concern for at least one year from December 31, 2005. The Partnership's investment in Jefferson was written down to zero by prior years' losses and the minority interest balance was $0 at both March 31, 2006 and 2005. The net loss after minority interest for Jefferson amounted to approximately $183,000, $151,000 and $217,000 for the years ended March 31, 2006, 2005 and 2004, respectively. Manhattan A Associates ("Manhattan A") -------------------------------------- The financial statements of Manhattan A have been prepared on the basis that it is to continue as a going concern. The General Partners have funded cash flow shortfalls thusfar. The Partnership's investment in Manhattan A was approximately $658,000 at March 31, 2006 and the minority interest for Manhattan A was $0 at both March 31, 2006 and 2005. The net loss after minority interest for Manhattan A amounted to approximately $97,000, $113,000 and $25,000 for the years ended March 31, 2006, 2005 and 2004, respectively. Subsequently, on May 31, 2006 Manhattan A entered into an agreement to sell its property and related assets and liabilities for a purchase price of $3,900,000 (see Note 16). Gentle Pines ------------ The financial statements of Gentle Pines have been prepared knowing that Gentle Pines has transferred its deed, in lieu of foreclosure. Gentle Pines was unable to make a mortgage payment after May 2004 and was in default. The Federal Housing Administration insured note was subsequently assigned to HUD on September 1, 2004. On March 31, 2005, HUD sold the mortgage to a third party. On May 6, 2005, Gentle Pines transferred ownership of the project to a third party by tendering a deed in lieu of foreclosure. The Partnership's investment in Gentle Pines has been written down to zero by prior years' losses and the minority interest balance was $0 at both March 31, 2006 and 2005. The net (income) loss after minority interest for Gentle Pines amounted to approximately $2,760,000, $(437,000) and $(100,000) for the years ended March 31, 2006, 2005 and 2004, respectively. Redemptorist Limited Partnership ("Redemptorist") ------------------------------------------------- Redemptorist is located in the areas affected by Hurricane Katrina in September 2005 that sustained major damage and has remained completely vacant since then. The Local General Partner is still evaluating whether the Property will be rebuilt or not. The Property is close to the end of its Compliance Period and has third-party debt. The Partnership anticipates that the insurance proceeds will be sufficient to pay off all debt. Currently, the Partnership does not expect that there will be financial exposure related to the Partnership. The Partnership's investment in the Local Partnership at March 31, 2006 is approximately $328,000 and the property and equipment net of accumulated depreciation is approximately $3,083,000. The insurance coverage is approximately $6,500,000 for property, $5,000,000 for flood and wind coverage and $860,000 for rent loss. Cutler Canal III Associates, Ltd. ("Cutler Canal") -------------------------------------------------- On October 24, 2005, Cutler Canal was damaged by Hurricane Wilma. The hurricane caused extensive damage which will require roofing to be replaced on substantially all the buildings of the Property. In total, damages are estimated to be approximately $578,000. As of December 31, 2005, the claim was in process and repairs had not begun. Repairs are expected to consist of removing existing roofing material and installing new roofing material. Of the total $578,000 estimated costs, insurance proceeds are expected to total $155,000 after a deductible of approximately $310,000 and a reduction for depreciation of approximately $113,000. No loss is expected since the net proceeds from the involuntary conversion are expected to exceed the net cost of damaged property. Based on current estimates, a net gain of approximately $96,000 is expected, which is the excess of net proceeds of $155,000 less the cost of the damaged property of $59,000. Gain, if any will be recognized when the insurance claim is settled. On January 30, 2006, Cutler Canal entered into an agreement to sell its property and related assets and liabilities for a purchase price of $11,600,000 (see Note 11 in Item 8). Driftwood Terrace Associates, Ltd. ("Driftwood") ------------------------------------------------ On October 24, 2005, Driftwood suffered damage caused by Hurricane Wilma. Driftwood has claimed and recovered $324,450 of insurance proceeds and has made repairs of $59,262 as of December 31, 2005. Driftwood has established a deferred charges account in the amount of $265,188 which represents the unspent insurance proceeds to be used on additional repairs. Driftwood has submitted a supplemental insurance claim. The resolution of the supplemental claim and the amount of any casualty loss suffered by Driftwood cannot be determined at this time. Other Subsidiary Partnerships ----------------------------- Two of the Subsidiary Partnerships are leasing the land on which the Properties are located for terms ranging from 50 to 99 years. The leases for these Properties are noncancelable. At December 31, 2005, those Subsidiary Partnerships were committed to minimum annual rentals on the leases aggregating approximately $66,000 for each of the next five years, and $2,530,000 in total thereafter. Other ----- The Partnership's investments in the Local Partnerships are subject to the risks incident to management and ownership of improved real estate. The Partnership's investments also could be adversely affected by poor economic conditions, which 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 Partnerships. There also are substantial risks associated with the operation of apartment complexes receiving government assistance. These risks stem from governmental regulations concerning tenant eligibility, which may make it more difficult to rent apartments 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. 17 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. Inflation also affects the Local Partnerships adversely by increasing operating costs, for example, for such items as fuel, utilities and labor. However, continued inflation should allow for appreciated values of the Local Partnerships' Apartment Complexes over a period of time as rental revenues and replacement costs continue to increase. Item 7A. Quantitative and Qualitative Disclosures about Market Risk The Partnership has mortgage notes that are payable in aggregate monthly installments including principal and interest at rates varying from 0% to 11.38% per annum. The Partnership does not believe there is a material risk associated with the various interest rates associated with the mortgage notes as the majority of the Local Partnership mortgage notes have fixed rates. The Partnership currently discloses in Item 8, Note 3 of the Notes to Consolidated Financial Statements, the fair value of the mortgage notes payable. The Partnership does not have any market risk sensitive instruments. 18 Item 8. Financial Statements and Supplementary Data

~~Limited~~Sequential ~~General~~Page ~~Total Partners Partners~~ ------------ ~~------------~~Consolidated ~~------------~~Financial ~~Partners'~~Statements ~~deficit~~Report -of ~~April~~Independent 1,Registered ~~2002~~Public ~~$(64,702,571)~~Accounting ~~$(62,820,088)~~Firm $20 ~~(1,882,483)~~Consolidated ~~Net~~Balance ~~loss,~~Sheets ~~year~~at ~~ended~~ March 31, ~~2003~~2006 ~~(17,543,741)~~and ~~(17,368,304)~~2005 ~~(175,437)~~118 ~~------------~~Consolidated ~~------------~~Statements ~~------------~~of ~~Partners'~~Operations ~~deficit~~for -the Years Ended March 31, ~~2004 (82~~2006,~~246,312)~~ ~~(80,188,392)~~2005 ~~(2,057,920)~~and ~~Net loss, year ended March 31,~~ 2004 ~~(22,972)~~119 ~~(22,742)~~Consolidated ~~(230)~~Statements ~~------------~~of ~~------------~~Changes ~~------------~~in Partners' ~~deficit~~Deficit -for ~~March~~the ~~31,~~Years ~~2004~~Ended ~~(82,269,284)~~March ~~(80~~31,~~211,134)~~ (22006,~~058,150)~~ ~~Net~~2005 ~~loss,~~and ~~year~~2004 ~~ended~~120 ~~March~~Consolidated ~~31,~~Statements ~~2005~~of ~~(12,864,771)~~Cash ~~(12,736,123)~~Flows ~~(128,648)~~for ~~------------~~the ~~------------~~Years ~~------------~~Ended ~~Partners' deficit -~~ March 31, 2006, 2005 ~~$(95,134,055)~~and ~~$(92,947,257)~~2004 $121 ~~(2,186,798)~~Notes ~~============~~to ~~============~~Consolidated ~~============~~Financial Statements 123

19 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ------------------------------------------------------- To the Partners of Liberty Tax Credit Plus III L.P. and Subsidiaries (A Delaware Limited Partnership) We have audited the consolidated balance sheets of Liberty Tax Credit Plus III L.P. and Subsidiaries (A Delaware Limited Partnership) (the "Partnership") as of March 31, 2006 and 2005, and the related consolidated statements of operations, changes in partners' deficit, and cash flows for the years ended March 31, 2006, 2005 and 2004 (the 2005, 2004 and 2003 Fiscal Years, respectively). 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 did not audit the financial statements of 32 (Fiscal 2005 and 2004) and 58 (Fiscal 2003) subsidiary partnerships whose losses aggregated ($3,329,498), ($3,796,154) and ($15,964,390) for the 2005, 2004 and 2003 Fiscal Years, respectively, and whose assets constituted 46% and 43% of the Partnership's assets at March 31, 2006 and 2005, respectively, presented in the accompanying consolidated financial statements. The financial statements of 32 (Fiscal 2005), 32 (Fiscal 2004) and 57 (Fiscal 2003) 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. The financial statements of one (Fiscal 2003) subsidiary partnership was unaudited. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). 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 referred to above, the consolidated financial statements referred to in the first paragraph present fairly, in all material respects, the financial position of Liberty Tax Credit Plus III L.P. and Subsidiaries at March 31, 2006 and 2005, and the results of their operations and their cash flows for the years ended March 31, 2006, 2005 and 2004, in conformity with U.S. generally accepted accounting principles. As discussed in Note 12(a), the consolidated financial statements include the financial statements of four subsidiary partnerships with significant contingencies and uncertainties. The financial statements of these subsidiary partnerships were prepared assuming that they will continue as going concerns. These subsidiary partnerships' net losses aggregated $5,270,116 (Fiscal 2005), $4,847,710 (Fiscal 2004) and $4,383,066 (Fiscal 2003), and their assets aggregated $24,270,982 and $25,919,787 at March 31, 2006 and 2005, respectively. Management's plans in regard to these matters are also described in Note 12(a). The accompanying 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 22, 2006 20 [Letterhead of BERDON, LLP] INDEPENDENT AUDITORS' REPORT To the Partners of C.V. Bronx Associates, L.P. We have audited the accompanying balance sheets of C.V. Bronx Associates, L.P. (a Delaware limited partnership) (the "Partnershp") as of December 31, 2003 and 2002, and the related statements of operations, changes in partners' capital (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 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 audit 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 C.V. Bronx Associates, L.P. as of December 31, 2003 and 2002, 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/ Berdon LLP Certified Public Accountants New York, N.Y. February 6, 2004 21 [Letterhead of LAYTON & RICHARDSON, P.C.] INDEPENDENT AUDITOR'S REPORT Partners of Michigan Rural Housing Limited Partnership We have audited the accompanying balance sheets of Michigan Rural Housing Limited Partnership (a Michigan partnership) as of December 31, 2005 and 2004 and the related statements of income, changes in partners' deficit 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 the standards of the Public Company Accounting Oversight Board (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. The Partnership has determined that it is not required to have, nor we were engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Partnership's internal control over financial reporting. Accordingly, we express no such opinion. 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 Michigan Rural Housing Limited Partnership (a Michigan Partnership), as of December 31, 2005 and 2004, and the results of its operations and its cash flows for the years then ended in conformity with U.S. generally accepted accounting principles. /s/ Layton & Richardson, P.C. Certified Public Accountants East Lansing, Michigan February 2, 2006 22 [Letterhead of THEO CARSON & ASSOCIATES] INDEPENDENT AUDITOR'S REPORT To the Partners Michigan Rural Housing Limited Partnership I have audited the accompanying balance sheets of Michigan Rural Housing Limited Partnership (a Michigan partnership) as of December 31, 2003 and 2002, and the related statements of operations, changes in partners' deficit, and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. My responsibility is to express an opinion on these financial statements based on my audits. I have conducted the audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that I 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. I believe that the audits provide a reasonable basis for my opinion. In my opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Michigan Rural Housing Limited Partnership as of December 31, 2003 and 2002, 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/ Theo C. Carson & Associates Kalamazoo, Michigan February 4, 2004 23 [Letterhead of COLE, EVANS & PETERSON] INDEPENDENT AUDITORS' REPORT To the Partners Jefferson Limited Partnership Shreveport, Louisiana We have audited the accompanying balance sheets of Jefferson Limited Partnership at December 31, 2003 and December 31, 2002, and the related statements of income, 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 U.S. generally accepted auditing standards. These 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, the financial statements referred to in the first paragraph above present fairly, in all material respects, the financial position of Jefferson Limited Partnership at December 31, 2003 and December 31, 2002, and the results of its operations and its cash flows for the years then ended in conformity with U.S. generally accepted accounting principles. Our audits were made primarily for the purpose of forming an opinion on the basic financial statements for the years ended December 31, 2003 and December 31, 2002 taken as a whole. The supplementary Schedule 1 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 audit 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/ Cole, Evans & Peterson January 31, 2004 Shreveport, Louisiana 24 [Letterhead of DAMIANO & BURK] INDEPENDENT AUDITORS' REPORT To the Partners Inter-Tribal Indian Village Housing Development Associates, L.P. Providence, RI We have audited the accompanying balance sheet of Inter-Tribal Indian Village Housing Development Associates, L.P. as of December 31, 2005, and the related statements of operations, partners' equity (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 the standards of the Public Company Accounting Oversight Board (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. The partnership has determined that it is not required to have, nor we were engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the partnership's internal control over financial reporting. Accordingly, we express no such opinion. 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 Inter-Tribal Indian Village Housing Development Associates, L.P. as of December 31, 2005, and the results of its operations, changes in partners' equity (deficit) and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America. /s/ Damiano & Burk CPAs, PC Lincoln, Rhode Island January 18, 2006 25 [Letterhead of DAMIANO & BURK] INDEPENDENT AUDITORS' REPORT To the Partners Inter-Tribal Indian Village Housing Development Associates, L.P. Providence, RI We have audited the accompanying balance sheet of Inter-Tribal Indian Village Housing Development Associates, L.P. as of December 31, 2004, and the related statements of operations, partners' equity (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 the standards of the Public Company Accounting Oversight Board (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. The partnership has determined that it is not required to have, nor we were engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the partnership's internal control over financial reporting. Accordingly, we express no such opinion. 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 Inter-Tribal Indian Village Housing Development Associates, L.P. as of December 31, 2004, and the results of its operations, changes in partners' equity (deficit) and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America. /s/ Damiano & Burk CPAs, PC Lincoln, Rhode Island January 20, 2005 26 [Letterhead of DAMIANO & BURK] INDEPENDENT AUDITORS' REPORT To the Partners Inter-Tribal Indian Village Housing Development Associates, L.P. (A Limited Partnership) Providence, RI We have audited the accompanying balance sheet of Project No. HIP010 of Inter-Tribal Indian Village Housing Development Associates, L.P. (a limited partnership) as of December 31, 2003, and the related statements of operations and changes in partners' deficit 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 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 Inter-Tribal Indian Village Housing Development Associates, L.P. as of December 31, 2003 and the results of its operations, changes in partners' deficit 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, we have also issued our reports on our test of its compliance with certain provisions of laws, regulations, contracts and grants. Those reports are an integral part of the audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the results of our audit. The accompanying supplementary information included in the report shown on pages 13-19 is presented for the purposes of additional analysis and are not a required part of the basic financial statements of Inter-Tribal Indian Village Housing Development Associates, L.P. 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/ Damiano & Burk CPAs, PC Lincoln, Rhode Island January 19, 2004 27 [Letterhead of REZNICK FEDDER & SILVERMAN] INDEPENDENT AUDITORS' REPORT To the Partners RBM Associates We have audited the accompanying balance sheets of RBM Associates as of December 31, 2003 and 2002, and the related statements of profit and loss, changes in partners' equity (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 audits. We conducted our audits 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 the 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 RBM Associates as of December 31, 2003 and 2002, and the results of its operations, changes in partners' equity (deficit) and its cash flows for the years 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 for the year ended December 31, 2003, dated January 30, 2004, on our consideration of RBM Associates' internal control over financial reporting and on our tests of its compliance with certain provisions of laws, regulations, contracts and grants. That report is 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 made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental information on pages 24 through 27 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. /s/ Reznick Fedder & Silverman Baltimore, Maryland January 30, 2004 28 [Letterhead of McKONLY & ASBURY LLP] INDEPENDENT AUDITOR'S REPORT The Partners of Glenbrook Associates Lancaster, Pennsylvania Rural Development Allentown, Pennsylvania We have audited the accompanying balance sheets of Glenbrook Associates (a limited partnership) as of December 31, 2003 and 2002, and the related statements of income, 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 and GOVERNMENT AUDITING STANDARDS issued by the Comptroller General of the United States. 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, the financial statements referred to above present fairly, in all material respects, the financial position of Glenbrook Associates at December 31, 2003 and 2002, and the results of its operations and its cash flows for the years then ended in conformity with auditing standards generally accepted in the United States of America. In accordance with GOVERNMENT AUDITING STANDARDS, we have also issued a report dated January 28, 2004 on our consideration of Glenbrook Associates' internal control over financial reporting and our tests of its compliance with certain provisions of laws, regulations, contracts, and grants. This report is 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 audits. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplementary information on page 16 is presented for the purpose 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/ McKonly & Asbury, LLP Harrisburg, Pennsylvania January 28, 2004 29 [Letterhead of FELDMAN, HOLTZMAN, LUPO & ZERBO, LLC] INDEPENDENT AUDITOR'S REPORT To the Partners of Affordable Flatbush Associates (A New York Limited Partnership) We have audited the accompanying balance sheets of Affordable Flatbush Associates (A New York Limited Partnership) as of December 31, 2003 and December 31, 2002, and the related statements of operations, changes in 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 audit. 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 Affordable Flatbush Associates (A New York Limited Partnership) at December 31, 2003 and December 31, 2002, 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/ Feldman, Holtzman, Lupo & Zerbo, LLC Pompton Lakes, New Jersey February 27, 2004 30 [Letterhead of WESSEL & COMPANY] INDEPENDENT AUDITOR'S REPORT To the Partners of Barclay Village II, Ltd. We have audited the accompanying balance sheets of Barclay Village II, Ltd. (a limited partnership) PHFA No. R-0039-8F as of December 31, 2003 and 2002, and the related statements of operations, changes in partners' capital, and cash flows for the years 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 audits. We conducted our audits 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 and Pennsylvania Housing Finance Agency regulations. Those standards and regulations 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 Barclay Village II, Ltd., PHFA No. R-0039-8F, as of December 31, 2003 and 2002, and the results of its operations, changes in partners' capital, and cash flows for the years 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 accompanying supplementary information shown on pages 13 to 19 is presented for purposes 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 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 and the CONSOLIDATED AUDIT GUIDE FOR AUDITING OF HUD PROGRAMS issued by the U.S. Department of Housing and Urban Development and the Pennsylvania Housing Finance Agency regulations, we have also issued a report dated January 23, 2004, on our consideration of Barclay Village II, Ltd.'s internal control and on our test of its compliance certain provisions of laws, regulations, contracts and with specific requirements applicable to major HUD Programs, Pennsylvania Housing Finance Agency regulations, 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. /s/ Wessel & Company Certified Public Accountants Johnstown, Pennsylvania January 23, 2004 31 [Letterhead of BERDON, LLP] INDEPENDENT AUDITORS' REPORT To the Partners of 1850 Second Avenue Associates, L.P. New York, New York We have audited the accompanying balance sheets of 1850 Second Avenue Associates, L.P. (a Delaware limited partnership) as of December 31, 2003 and 2002, and the related statements of operations, changes in partners' capital (deficit), 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 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 1850 Second Avenue Associates, L.P. as of December 31, 2003 and 2002, 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/ Berdon, LLP Certified Public Accountants New York, N.Y. February 3, 2004 32 [Reznick Fedder & Silverman Letterhead] INDEPENDENT AUDITORS' REPORT To the Partners R.P.P. Limited Dividend Housing Association Limited Partnership We have audited the accompanying balance sheet of R.P.P. Limited Dividend Housing Association Limited Partnership (the Partnership) as of December 31, 2003 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. The 2002 financial statements were audited by other auditors whose report dated January 24, 2003, on those statements raised substantial doubt about the Partnership's ability to continue as a going concern. 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 R.P.P. Limited Dividend Housing Association Limited Partnership at December 31, 2003, and the results of its operations, the changes in partners' deficit and cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America. The accompanying financial statements have been prepared assuming that the Partnership will continue as a going concern. As discussed in Note F, the Partnership has been unable to generate sufficient cash flow to meet its debt service requirements and is in default under those obligations. These conditions raise substantial doubt about the Partnership's ability to continue as a going concern. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability of assets or the amounts of liabilities that may result from the outcome of this uncertainty. /s/ Reznick Fedder & Silverman Bethesda, Maryland March 17, 2004 33 [Letterhead of DICKEY, WOLF & HUMBARD, LLC] INDEPENDENT AUDITORS' REPORT To the Partners Williamsburg Residential II, L.P. We have audited the balance sheets of Williamsburg Residential II, L.P. (a Kansas Limited Partnership) as of December 31, 2005 and 2004, and the related statements of operations, partners' equity/(deficit) 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 standards of the Public Company Accounting Oversight Board (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. The Partnership has determined that it is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Partnership's internal control over financial reporting. Accordingly, we express no such opinion. 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 Williamsburg Residential II, L.P. as of December 31, 2005 and 2004, 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/ Dickey, Wolf & Humbard, LLC Certified Public Accountants Harrisonville, MO February 2, 2006 34 [Letterhead of DICKEY, WOLF & HUMBARD, LLC] INDEPENDENT AUDITORS' REPORT To the Partners Williamsburg Residential II, L.P. We have audited the balance sheets of Williamsburg Residential II, L.P. (a Kansas Limited Partnership) as of December 31, 2003 and 2002, and the related statements of operations, changes in partners' equity/(deficit) 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 Williamsburg Residential II, L.P. as of December 31, 2003 and 2002, 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/ Dickey, Wolf & Humbard, LLC Certified Public Accountants Harrisonville, MO January 8, 2004 35 [Letterhead of FELDMAN, HOLTZMAN, LUPO & ZERBO, LLC] INDEPENDENT AUDITOR'S REPORT To the Partners of West 104th Street Associates, L.P. (a Delaware Limited Partnership) We have audited the accompanying balance sheets of West 104th Street Associates, L.P. (a Delaware Limited Partnership) as of December 31, 2003 and December 31, 2002, and the related statements of operations, changes in 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 audit. 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 West 104th Street Associates, L.P. at December 31, 2003 and December 31, 2002, 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/ FELDMAN, HOLTZMAN, LUPO & ZERBO, LLC Pompton Lakes, New Jersey February 27, 2004 36 INDEPENDENT ACCOUNTANTS' REPORT To the Partners of Meredith Apartments, Ltd. We have audited the accompanying balance sheet of Meredith Apartments, Ltd. (a Limited Partnership) as of September 29, 2004 and December 31, 2003 and the related statements of operations, changes in partners' capital and cash flows for the years then ended September 29, 2004 and for the year ended December 31, 2003. 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 the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Partnership has determined that it is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Partnership's internal control over financial reporting. Accordingly, we express no such opinion. 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 Meredith Apartments, Ltd. at September 29, 2004 and December 31, 2003, and the results of its operations and cash flows for the period ended September 29, 2004 and for the year ended December 31, 2003, in conformity with accounting principles generally accepted in the United States of America. /s/ Lake, Hill & Myers Salt Lake City, Utah November 30, 2004 37 INDEPENDENT ACCOUNTANTS' REPORT To the Partners of Ritz Apartments, Ltd. We have audited the accompanying balance sheet of Ritz Apartments, Ltd. (a Limited Partnership) as of September 29, 2004 and December 31, 2003 and the related statements of operations, changes in partners' capital and cash flows for the period ended September 29, 2004 and for the year ended December 31, 2003. 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 the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Partnership has determined that it is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Partnership's internal control over financial reporting. Accordingly, we express no such opinion. 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 Ritz Apartments, Ltd. at September 29, 2004 and December 31, 2003, and the results of its operations and cash flows for the period ended September 29, 2004 and for the year ended December 31, 2003, in conformity with accounting principles generally accepted in the United States of America. /s/ Lake, Hill & Myers Salt Lake City, Utah November 30, 2004 38 INDEPENDENT ACCOUNTANTS' REPORT To the Partners of Ashby Apartments, Ltd. We have audited the accompanying balance sheet of Ashby Apartments, Ltd. (a Limited Partnership) as of September 29, 2004 and December 31, 2003 and the related statements of operations, changes in partners' capital (deficit) and cash flows for the period ended September 29, 2004 and for the year ended December 31, 2003. 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 standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Partnership has determined that it is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Partnership's internal control over financial reporting. Accordingly, we express no such opinion. 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 Ashby Apartments, Ltd. at September 29, 2004 and December 31, 2003, and the results of its operations and cash flows for the period ended September 29, 2004 and for the year ended December 31, 2003, in conformity accounting principles generally accepted in the United States of America. /s/ Lake, Hill & Myers Salt Lake City, Utah November 23, 2004 39 [Letterhead of DAUBY O'CONNOR & ZALESKI] Independent Auditors' Report To the Partners of South Toledo Associates, Ltd. (An Ohio Limited Partnership) Toledo, Ohio We have audited the accompanying balance sheet of South Toledo Associates, Ltd. (An Ohio Limited Partnership) as of December 31, 2005, and the related statements of profit and loss, changes in partners' equity (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 audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Partnership's internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Partnership's internal control over financial reporting. Accordingly, we express no such opinion. 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 South Toledo Associates, Ltd. (An Ohio Limited Partnership) as of December 31, 2005, 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. /s/ Dauby O'Connor & Zaleski, LLC Certified Public Accountants January 6, 2006 Carmel, Indiana 40 [Letterhead of DAUBY O'CONNOR & ZALESKI] Independent Auditors' Report To the Partners of South Toledo Associates, Ltd. (An Ohio Limited Partnership) Toledo, Ohio We have audited the accompanying balance sheet of South Toledo Associates, Ltd. (An Ohio Limited Partnership) as of December 31, 2004, and the related statements of profit and loss, changes in partners' equity (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 audits in accordance with the auditing standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Partnership's internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Partnership's internal control over financial reporting. Accordingly, we express no such opinion. 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 South Toledo Associates, Ltd. (An Ohio Limited Partnership) as of December 31, 2004, 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. /s/ Dauby O'Connor & Zaleski, LLC Certified Public Accountants January 7, 2005 Carmel, Indiana 41 [Letterhead of DAUBY O'CONNOR & ZALESKI] Independent Auditors' Report To the Partners of South Toledo Associates, Ltd. (An Ohio Limited Partnership) Toledo, Ohio We have audited the accompanying balance sheet of South Toledo Associates, Ltd. (an Ohio Limited Partnership) as of December 31, 2003, 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 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 South Toledo Associates, Ltd. (an Ohio Limited Partnership) as of December 31, 2003, 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. In accordance with GOVERNMENT AUDITING STANDARDS, we have also issued a report dated January 6, 2004 on our consideration of the Partnership's internal controls and on our tests of its compliance with certain provisions of laws, regulations, contracts, and grants. 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 is presented for purposes 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 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/ Dauby O'Connor & Zaleski, LLC Certified Public Accountants January 6, 2004 Carmel, Indiana 42 [Letterhead of REZNICK FEDDER & SILVERMAN] INDEPENDENT AUDITORS' REPORT To the Partners Dunlap School Venture We have audited the accompanying balance sheet of Dunlap School Venture as of December 31, 2003 and 2002, and the related statements of profit and loss, changes in partners' equity (deficit) 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 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 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 Dunlap School Venture at December 31, 2003 and 2002, and the results of its operations, changes in partners' equity (deficit) and its cash flows for the years 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 our report for the year ended December 31, 2003, dated January 30, 2004, on our consideration of Dunlap School Venture's internal control over financial reporting and on our tests of its compliance with certain provisions of laws, regulations, contracts and grants. That report is 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 made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental information on pages 25 through 28 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. /s/ Reznick Fedder & Silverman Baltimore, Maryland January 30, 2004 43 [Letterhead of BAKER NEWMAN & NOYES] INDEPENDENT AUDITORS' REPORT To the Partners of Philipsburg Elderly Housing Associates (A Maine Limited Partnership) We have audited the accompanying balance sheets of Philipsburg Elderly Housing Associates (A Maine Limited Partnership), as of September 19, 2005 and the related statements of operations, changes in partners' capital and cash flows for the period January 1, 2005 through September 19, 2005. 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 the standards of the Public Company Accounting Oversight Board (United States). 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 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 Philipsburg Elderly Housing Associates (A Maine Limited Partnership) as of September 19, 2005 and the results of its operations and its cash flows for the period January 1, 2005 through September 19, 2005, in conformity with U.S. generally accepted accounting principles. Our audit was made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplementary information 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 our 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/ Baker Newman & Noyes Limited Liability Company Portland, Maine October 21, 2005 44 [Letterhead of BAKER NEWMAN & NOYES] INDEPENDENT AUDITORS' REPORT To the Partners of Philipsburg Elderly Housing Associates (A Maine Limited Partnership) We have audited the accompanying balance sheets of Philipsburg Elderly Housing Associates (A Maine Limited Partnership), PHFA Project Number R-0210-8E, as of December 31, 2003 and 2002, and the related statements of profit and loss, changes in 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 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 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, the financial statements referred to above present fairly, in all material respects, the financial position of Philipsburg Elderly Housing Associates (A Maine Limited Partnership), PHFA Project Number R-0210-8E, as of December 31, 2003 and 2002, 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. In accordance with GOVERNMENT AUDITING STANDARDS, we have also issued our reports dated January 16, 2004 on our consideration Philipsburg Elderly Housing Associates (A Maine Limited Partnership) internal control and on our test of its compliance with certain provisions of laws, regulations, contracts and grants. Those reports are an integral part of an audit performed in accordance with GOVERNMENT AUDITING STANDARDS and should be used in conjunction with this report in considering the results of our audits. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplementary information included on pages 15-18 is presented for purposes of additional analysis and is not a required part of the basic financial statements of the Partnership, but is supplementary information required by the Pennsylvania Housing Finance Agency (PHFA). Such information has been subjected to the auditing procedures applied in our 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/ Baker Newman & Noyes Limited Liability Company Portland, Maine January 16, 2004 45 [Letterhead of BAKER NEWMAN & NOYES] INDEPENDENT AUDITORS' REPORT To the Partners of Franklin Elderly Housing Associates (A Maine Limited Partnership) We have audited the balance sheet of Franklin Elderly Housing Associates (A Maine Limited Partnership) as of September 19, 2005 and the related statements of operations, changes in partners' deficit and cash flows for the period January 1, 2005 through September 19, 2005. 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 the standards of the Public Company Accounting Oversight Board (United States). 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 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 Franklin Elderly Housing Associates (A Maine Limited Partnership) as of September 19, 2005 and the results of its operations and its cash flows for the period January 1, 2005 through September 19, 2005, in conformity with U.S. generally accepted accounting principles. Our audit was made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplementary information 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 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/ Baker Newman & Noyes Limited Liability Company Portland, Maine October 21, 2005 46 [Letterhead of BAKER NEWMAN & NOYES] INDEPENDENT AUDITORS' REPORT To the Partners of Franklin Elderly Housing Associates (A Maine Limited Partnership) We have audited the accompanying balance sheets of Franklin Elderly Housing Associates (A Maine Limited Partnership), PHFA Project Number R-0383-8E, as of December 31, 2003 and 2002, and the related statements of profit and loss, changes in partners' deficit 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 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 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, the financial statements referred to above present fairly, in all material respects, the financial position of Franklin Elderly Housing Associates (A Maine Limited Partnership), PHFA Project Number R-0383-8E, as of December 31, 2003 and 2002, 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. In accordance with GOVERNMENT AUDITING STANDARDS, we have also issued our reports dated January 23, 2004 on our consideration of internal controls over financial reporting of Franklin Elderly Housing Associates (A Maine Limited Partnership) internal control and on our tests of its compliance with certain provisions of laws, regulations, contracts and grants. Those reports are an integral part of an audit performed in accordance with GOVERNMENT AUDITING STANDARDS and should be used in conjunction with this report in considering the results of our audits. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplementary information included on pages 15-18 is presented for purposes of additional analysis and is not a required part of the basic financial statements of the Partnership, but is supplementary information required by the Pennsylvania Housing Finance Agency (PHFA). 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/ Baker Newman & Noyes Limited Liability Company Portland, Maine January 23, 2004 47 [Letterhead of BAKER NEWMAN & NOYES] INDEPENDENT AUDITORS' REPORT To the Partners of Wade D. Mertz Elderly Housing Associates (A Maine Limited Partnership) We have audited the balance sheet of Wade D. Mertz Elderly Housing Associates (A Maine Limited Partnership) as of September 19, 2005, and the related statements of operations, changes in partners' capital (deficit) and cash flows for the period January 1, 2005 through September 19, 2005. 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 the standards of the Public Company Accounting Oversight Board (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 provided 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 Wade D. Mertz Elderly Housing Associates (A Maine Limited Partnership) as of September 19, 2005, and the results of its operations and its cash flows for the period January 1, 2005 through September 19, 2005, in conformity with accounting principles generally accepted in the United States of America. Our audit was made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplementary information 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 our 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/ Baker Newman & Noyes Limited Liability Company Portland, Maine October 20, 2005 48 [Letterhead of BAKER NEWMAN & NOYES] INDEPENDENT AUDITORS' REPORT To the Partners of Wade D. Mertz Elderly Housing Associates (A Maine Limited Partnership) We have audited the accompanying balance sheets of Wade D. Mertz Elderly Housing Associates (A Maine Limited Partnership), PHFA Project Number R-0488-8E, as of December 31, 2003 and 2002, and the related statements of profit and loss, changes in 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 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 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 Wade D. Mertz Elderly Housing Associates (A Maine Limited Partnership), PHFA Project Number R-0488-8E, as of December 31, 2003 and 2002, 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. In accordance with GOVERNMENT AUDITING STANDARDS, we have also issued our reports dated January 16, 2004 on our consideration of internal controls over financial reporting of Wade D. Mertz Elderly Housing Associates (A Maine Limited Partnership) and on our tests of its compliance with certain provisions of laws, regulations, contracts and grants. Those reports are an integral part of an audit performed in accordance with GOVERNMENT AUDITING STANDARDS and should be used in conjunction with this report in considering the results of our audits. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplementary information included on pages 14-17 is presented for purposes of additional analysis and is not a required part of the basic financial statements of the Partnership, but is supplementary information required by the Pennsylvania Housing Finance Agency (PHFA). Such information has been subjected to the auditing procedures applied in our 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/ Baker Newman & Noyes Limited Liability Company Portland, Maine January 16, 2004 49 [Letterhead of Saltz, Shamis & Goldfarb, Inc.] Independent Auditor's Report The General and Limited Partners Lancashire Towers Associates Limited Partnership We have audited the accompanying balance sheet of Lancashire Towers Associates Limited Partnership (an Ohio Limited Partnership) as of May 3, 2005, and the related statement of income, partners' capital, and cash flows for the period commencing January 1, 2005 through May 3, 2005. 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 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 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 Lancashire Towers Associates Limited Partnership as of May 3, 2005, and the results of its operations and cash flows for the period commencing January 1, 2005 through May 3, 2005 in conformity with accounting principles generally accepted in the United States of America. /s/ Saltz, Shamis & Goldfarb, Inc. CERTIFIED PUBLIC ACCOUNTANTS Cleveland, Ohio August 12, 2005 50 [Letterhead of Saltz, Shamis & Goldfarb, Inc.] Independent Auditor's Report The General and Limited Partners Lancashire Towers Associates Limited Partnership We have audited the accompanying balance sheets of Lancashire Towers Associates Limited Partnership (An Ohio Limited Partnership) as of December 31, 2004 and 2003, and the related statement of income, partners' capital and cash flows for the years 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 audits. We conducted our audits 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 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, the financial statements referred to above present fairly, in all material respects, the financial position of Lancashire Towers Associates Limited Partnership as of December 31, 2004 and 2003, and the results of its operations and cash flows for the years 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 January 13, 2005 on our consideration of Lancashire Towers Associates Limited Partnership's internal control over financial reporting and on our tests of its compliance with certain provisions of laws, regulations, contracts, grant agreements and other matters. The purpose of that report is to describe the scope of our testing of internal control over financial reporting and over compliance and the results of that testing, and not to provide an opinion on the internal control over financial reporting or over compliance. That report is 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 audits. /s/ Saltz, Shamis & Goldfarb, Inc. CERTIFIED PUBLIC ACCOUNTANTS Cleveland, Ohio January 13, 2005 51 [Letterhead of FASMAN, KLEIN & FELDSTEIN] INDEPENDENT AUDITOR'S REPORT To the Partners, Brewery Renaissance Associates, L.P. We have audited the accompanying balance sheet of Brewery Renaissance Associates, L.P. (the Partnership) as of December 31, 2003 and 2002 and the related statements of operations, 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 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 Brewery Renaissance Associates, L.P. as of December 31, 2003 and 2002, and the results of its operations and its cash flows for the years then ended in conformity with generally accepted accounting principles. Our audit was made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental information 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. Respectfully submitted, /s/ FASMAN, KLEIN & FELDSTEIN New City, NY February 4, 2004 52 [Letterhead of ASHER & COMPANY, LTD.] Independent Auditors' Report The Partners Brandywine Court Associates, L.P. Marlton, New Jersey We have audited the accompanying balance sheets of Brandywine Court Associates, L.P. (A Limited Partnership), HUD Project No. 063-94015, as of December 31, 2003 and 2002 and the related statements of loss, Partners' capital and cash flows for the year ended December 31, 2003. 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 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 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 Brandywine Court Associates, L.P. (A Limited Partnership), HUD Project No. 063-94015, as of December 31, 2003 and 2002, and the results of its operations, changes in its Partners' capital, and its cash flows for the year ended December 31, 2003, in conformity with accounting principles generally accepted in the United States of America. The accompanying financial statements have been prepared assuming that Brandywine Court Associates, L.P. (A Limited Partnership) will continue as a going concern. As described in Note B and reported in the accompanying financial statements, Brandywine Court Associates, L.P. (A Limited Partnership) has had recurring net losses and has an increasing working capital deficit in recent years. These conditions raise substantial doubt about Brandywine Court Associates, L.P. (A Limited Partnership) ability to continue as a going concern. Management's plans in regard to those matters are described in Note B. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event the Partnership cannot continue in existence. Our audit was made for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplementary information 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. In accordance with Government Auditing Standards, we have issued reports dated January 20, 2004 on our consideration of Brandywine Court Associates, L.P.'s (A Limited Partnership), HUD Project No. 063-94015, internal control and on our tests of its compliance with certain provisions of laws, regulations, contracts, and grants. These 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/ Asher & Company, Ltd. Philadelphia, Pennsylvania January 20, 2004 53 [Letterhead of J.H. WILLIAMS & CO., LLP] INDEPENDENT AUDITORS' REPORT To the Partners Art Apartments Associates (a Limited Partnership) Philadelphia, Pennsylvania We have audited the accompanying balance sheets of Art Apartments Associates (a Limited Partnership) as of December 31, 2003 and 2002 and the related statements of 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 partners and contracted management agent. 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 the Partnership's general partner and contracted management agent, 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 Art Apartments Associates (a Limited Partnership) at December 31, 2003 and 2002, and its results of its operations, changes in partners' equity and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America. /s/ J. H. Williams & Co., LLP Kingston, Pennsylvania February 12, 2004 54 [Letterhead of DONALD W. CAUSEY & ASSOCIATES, P.C.] INDEPENDENT AUDITORS' REPORT To the Partners The Village at Carriage Hills, Ltd. Clinton, Tennessee We have audited the accompanying balance sheets of The Village at Carriage Hills, Ltd., a limited partnership, RHS Project No.: 48-001-630980039 as of December 31, 2005 and 2004, and the related statements of operations, deficit 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 the audits 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, and the U.S. Department of Agriculture, Farmers Home Administration Audit Program, and the standards of the Public Company Accounting Oversight Board (United States). 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 the 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 The Village at Carriage Hills, Ltd., RHS Project No.: 48-001-630980039 as of December 31, 2005 and 2004, 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. The audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental information on pages 10 through 13 is presented for purposes of additional analysis and is not a required part of the basic financial statements. The supplemental information presented in the Multiple Family Housing Borrower Balance Sheet (Form FmHA 1930-8) Parts I and II for the year ended December 31, 2005 and 2004, is presented for purposes of complying with the requirements of the Rural Housing Services and is also not a required part of the basic financial statements. Such information has been subjected to the audit 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 23, 2006 on our consideration of The Village at Carriage Hills, Ltd.'s, internal control over financial reporting and on our tests of its compliance with certain provisions of laws and regulations. That report is 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. However, the partnership has determined that it is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included only the consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the partnership's internal control over financial reporting. Accordingly, we express no such opinion. /s/ Donald W. Causey & Associates, P.C. Gadsden, Alabama February 23, 2006 55 [Letterhead of DONALD W. CAUSEY & ASSOCIATES, P.C.] INDEPENDENT AUDITORS' REPORT To the Partners The Village at Carriage Hills, Ltd. Clinton, Tennessee We have audited the accompanying balance sheets of The Village at Carriage Hills Ltd., a limited partnership, RHS Project No.: 48-001-630980039 as of December 31, 2003 and 2002, and the related statements of operations, partners' deficit 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 the audits 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, and the U.S. Department of Agriculture, Farmers Home Administration Audit Program. 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 the 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 The Village at Carriage Hills, Ltd., RHS Project No.: 48-001-630980039 as of December 31, 2003 and 2002, 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. The audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental information on pages 10 through 13 is presented for purposes of additional analysis and is not a required part of the basic financial statements. The supplemental information presented in the Multiple Family Housing Borrower Balance Sheet (Form FmHA 1930-8) Parts I and II for the year ended December 31, 2003 and 2002, is presented for purposes of complying with the requirements of the Rural Housing Services and is also not a required part of the basic financial statements. Such information has been subjected to the audit 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 15, 2004 on our consideration of The Village at Carriage Hills, Ltd.'s internal control over financial reporting and on our tests of its compliance with certain provisions of laws and regulations. That report is 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/ Donald W. Causey & Associates, P.C. Gadsden, Alabama February 15, 2004 56 [Letterhead of DONALD W. CAUSEY & ASSOCIATES, P.C.] INDEPENDENT AUDITORS' REPORT To the Partners Mountainview Apartments, Ltd. Newport, Tennessee We have audited the accompanying balance sheets of Mountainview Apartments, Ltd., a limited partnership, RHS Project No.: 48-015-63097225 as of December 31, 2005 and 2004, and the related statements of operations, partners' deficit 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 the audits 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, and the U.S. Department of Agriculture, Farmers Home Administration Audit Program, and the standards of the Public Company Accounting Oversight Board (United States). 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 the 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 Mountainview Apartments, Ltd., RHS Project No.: 48-015-63097225 as of December 31, 2005 and 2004, 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. The audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental information on pages 10 through 13 is presented for purposes of additional analysis and is not a required part of the basic financial statements. The supplemental information presented in the Multiple Family Housing Borrower Balance Sheet (Form FmHA 1930-8) Parts I and II for the year ended December 31, 2005 and 2004, is presented for purposes of complying with the requirements of the Rural Housing Services and is also not a required part of the basic financial statements. Such information has been subjected to the audit 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 21, 2006 on our consideration of Mountainview Apartments, Ltd.'s, internal control over financial reporting and on our tests of its compliance with certain provisions of laws and regulations. That report is 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. However, the partnership has determined that it is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included only the consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the partnership's internal control over financial reporting. Accordingly, we express no such opinion. /s/ Donald W. Causey & Associates, P.C. Gadsden, Alabama February 21, 2006 57 [Letterhead of DONALD W. CAUSEY & ASSOCIATES, P.C.] INDEPENDENT AUDITORS' REPORT To the Partners Mountainview Apartments, Ltd. Newport, Tennessee We have audited the accompanying balance sheets of Mountainview Apartments, Ltd., a limited partnership, RHS Project No.: 48-015-63097225 as of December 31, 2003 and 2002, and the related statements of operations, partners' deficit 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 the audits 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, and the U.S. Department of Agriculture, Farmers Home Administration Audit Program. 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 the 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 Mountainview Apartments, Ltd., RHS Project No.: 48-015-63097225 as of December 31, 2003 and 2002, 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. The audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental information on pages 10 through 13 is presented for purposes of additional analysis and is not a required part of the basic financial statements. The supplemental information presented in the Multiple Family Housing Borrower Balance Sheet (Form FmHA 1930-8) Parts I and II for the year ended December 31, 2003 and 2002, is presented for purposes of complying with the requirements of the Rural Housing Services and is also not a required part of the basic financial statements. Such information has been subjected to the audit 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 6, 2004 on our consideration of Mountainview Apartments, Ltd.'s, internal control over financial reporting and on our tests of its compliance with certain provisions of laws and regulations. That report is 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/ Donald W. Causey & Associates, P.C. Gadsden, Alabama February 6, 2004 58 [Letterhead of DONALD W. CAUSEY & ASSOCIATES, P.C.] INDEPENDENT AUDITORS' REPORT To the Partners The Park Village, Limited Jackson, Mississippi We have audited the accompanying balance sheets of The Park Village, Limited, a limited partnership, as of December 31, 2005 and 2004, and the related statements of operations, 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 the audits in accordance with auditing standards generally accepted in the United States of America and the standards of the Public Company Accounting Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The partnership has determined that it is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the partnership's internal control over financial reporting. Accordingly, we express no such opinion. 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 the 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 The Park Village, Limited, as of December 31, 2005 and 2004, and the results of its operations, changes in partners' capital and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States. /s/ Donald W. Causey & Associates, P.C. Gadsden, Alabama February 28, 2006 59 [Letterhead of DONALD W. CAUSEY & ASSOCIATES, P.C.] INDEPENDENT AUDITORS' REPORT To the Partners The Park Village, Limited Jackson, Mississippi We have audited the accompanying balance sheets of The Park Village, Limited, a limited partnership, as of December 31, 2003 and 2002, and the related statements of operations, 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 the audits in accordance with 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 the 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 The Park Village, Limited, as of December 31, 2003 and 2002, and the results of its operations and its cash flows for the years then ended in conformity with auditing principles generally accepted in the United States of America. The audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental information on pages 10 through 11 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 audit 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/ Donald W. Causey & Associates, P.C. Gadsden, Alabama February 23, 2004 60 [Letterhead of DONALD W. CAUSEY & ASSOCIATES, P.C.] INDEPENDENT AUDITORS' REPORT To the Partners River Oaks Apartments, Ltd. Oneonta, Alabama We have audited the accompanying balance sheets of River Oaks Apartments, Ltd., a limited partnership, RHS Project No.: 01-005-630988076 as of December 31, 2005 and 2004, and the related statements of operations, partners' deficit 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 the audits 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, and the U.S. Department of Agriculture, Farmers Home Administration Audit Program, and the standards of the Public Company Accounting Oversight Board (United States). 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 the 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 River Oaks Apartments, Ltd., RHS Project No.: 01-005-630988076 as of December 31, 2005 and 2004, 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. The audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental information on pages 10 through 13 is presented for purposes of additional analysis and is not a required part of the basic financial statements. The supplemental information presented in the Multiple Family Housing Borrower Balance Sheet (Form FmHA 1930-8) Parts I and II for the year ended December 31, 2005 and 2004, is presented for purposes of complying with the requirements of the Rural Housing Services and is also not a required part of the basic financial statements. Such information has been subjected to the audit 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 28, 2006 on our consideration of River Oaks Apartments, Ltd.'s internal control over financial reporting and on our tests of its compliance with certain provisions of laws and regulations. That report is 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. However, the partnership has determined that it is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included only the consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the partnership's internal control over financial reporting. Accordingly, we express no such opinion. /s/ Donald W. Causey & Associates, P.C. Gadsden, Alabama February 28, 2006 61 [Letterhead of DONALD W. CAUSEY & ASSOCIATES, P.C.] INDEPENDENT AUDITORS' REPORT To the Partners River Oaks Apartments, Ltd. Oneonta, Alabama We have audited the accompanying balance sheets of River Oaks Apartments, Ltd., a limited partnership, RHS Project No.: 01-005-630988076 as of December 31, 2003 and 2002, and the related statements of operations, partners' deficit 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 the audits 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, and the U.S. Department of Agriculture, Farmers Home Administration Audit Program. 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 the 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 River Oaks Apartments, Ltd., RHS Project No.: 01-005-630988076 as of December 31, 2003 and 2002, 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. The audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental information on pages 11 through 14 is presented for purposes of additional analysis and is not a required part of the basic financial statements. The supplemental information presented in the Multiple Family Housing Borrower Balance Sheet (Form FmHA 1930-8) Parts I and II for the year ended December 31, 2003 and 2002, is presented for purposes of complying with the requirements of the Rural Housing Services and is also not a required part of the basic financial statements. Such information has been subjected to the audit 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 23, 2004 on our consideration of River Oaks Apartments, Ltd.'s internal control over financial reporting and on our tests of its compliance with certain provisions of laws and regulations. That report is 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/ Donald W. Causey & Associates, P.C. Gadsden, Alabama February 23, 2004 62 [Letterhead of DONALD W. CAUSEY & ASSOCIATES, P.C.] INDEPENDENT AUDITORS' REPORT To the Partners Forrest Ridge, Ltd. Forrest City, Arkansas We have audited the accompanying balance sheets of Forrest Ridge Apartments, Ltd., a limited partnership, RHS Project No.: 03-062-630899211 as of December 31, 2005 and 2004, and the related statements of operations, partners' deficit 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 the audits 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, and the U.S. Department of Agriculture, Farmers Home Administration Audit Program, and the standards of the Public Company Accounting Oversight Board (United States). 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 the 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 Forrest Ridge Apartments, Ltd., RHS Project No.: 03-062-630899211 as of December 31, 2005 and 2004, 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. The audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental information on pages 10 through 12 is presented for purposes of additional analysis and is not a required part of the basic financial statements. The supplemental information presented in the Multiple Family Housing Borrower Balance Sheet (Form FmHA 1930-8) Parts I and II for the year ended December 31, 2005 and 2004, is presented for purposes of complying with the requirements of the Rural Housing Services and is also not a required part of the basic financial statements. Such information has been subjected to the audit 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 23, 2006 on our consideration of Forrest Ridge Apartments, Ltd.'s internal control over financial reporting and on our tests of its compliance with certain provisions of laws and regulations. That report is 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. However, the partnership has determined that it is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included only the consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the partnership's internal control over financial reporting. Accordingly, we express no such opinion. /s/ Donald W. Causey & Associates, P.C. Gadsden, Alabama February 23, 2006 63 [Letterhead of DONALD W. CAUSEY & ASSOCIATES, P.C.] INDEPENDENT AUDITORS' REPORT To the Partners Forrest Ridge, Ltd. Forrest City, Arkansas We have audited the accompanying balance sheets of Forrest Ridge Apartments, Ltd., a limited partnership, RHS Project No.: 03-062-630899211 as of December 31, 2003 and 2002, and the related statements of operations, partners' deficit 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 the audits 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, and the U.S. Department of Agriculture, Farmers Home Administration Audit Program. 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 the 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 Forrest Ridge Apartments, Ltd., RHS Project No.: 03-062-630899211 as of December 31, 2003 and 2002, 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. The audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental information on pages 10 through 13 is presented for purposes of additional analysis and is not a required part of the basic financial statements. The supplemental information presented in the Multiple Family Housing Borrower Balance Sheet (Form FmHA 1930-8) Parts I and II for the year ended December 31, 2003 and 2002, is presented for purposes of complying with the requirements of the Rural Housing Services and is also not a required part of the basic financial statements. Such information has been subjected to the audit 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 17, 2004 on our consideration of Forrest Ridge Apartments, Ltd.'s internal control over financial reporting and on our tests of its compliance with certain provisions of laws and regulations. That report is 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/ Donald W. Causey & Associates, P.C. Gadsden, Alabama February 17, 2004 64 [Letterhead of SCHOONOVER BOYER AND ASSOCIATES] INDEPENDENT AUDITORS' REPORT The Partners The Hearthside Limited Dividend Housing Association Limited Partnership (a Michigan Limited Partnership) Portage, Michigan We have audited the accompanying balance sheets of The Hearthside Limited Dividend Housing Association Limited Partnership (a Michigan limited partnership), as of December 31, 2005 and 2004, and the related statements of operations, partners' equity/(deficit) 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 the financial statements based on our audits. We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (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. The partnership has determined that it is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Partnership's internal control over financing reporting. Accordingly, we express no such opinion. 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 The Hearthside Limited Dividend Housing Association Limited Partnership, as of December 31, 2005 and 2004, and the results of its operations, changes in partners' equity/(deficit) and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America. 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 17 and 18 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/ Schoonover Boyer & Associates Columbus, Ohio January 26, 2006 65 [Letterhead of SCHOONOVER BOYER AND ASSOCIATES] INDEPENDENT AUDITORS' REPORT The Partners The Hearthside Limited Dividend Housing Association Limited Partnership (a Michigan Limited Partnership) We have audited the accompanying balance sheets of The Hearthside Limited Dividend Housing Association Limited Partnership, (a Michigan limited partnership) as of December 31, 2003 and 2002, and the related statements of income (loss), 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 the financial statements based on our audits. We conducted our audits 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 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 The Hearthside Limited Dividend Housing Association Limited Partnership as of December 31, 2003 and 2002, 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/ Schoonover Boyer & Associates Columbus, Ohio January 22, 2004 66 [Letterhead of PAILET, MEUNIER AND LeBLANC, L.L.P.] INDEPENDENT AUDITOR'S REPORT To the Partners of Redemptorist Limited Partnership New Orleans, Louisiana We have audited the accompanying balance sheets of Redemptorist Limited Partnership, HUD Project No. 064-35271, as of December 31, 2005 and 2004, 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 standards of the Public Company Accounting Oversight Board (United States) and 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 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 Redemptorist Limited Partnership, HUD Project No. 064-35271, as of December 31, 2005 and 2004, and the results of its operations, changes in partners' equity, and cash flows for the years 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 March 28, 2006, on our consideration of Redemptorist Limited Partnership's internal control, and reports dated March 28, 2006, on its compliance with specific requirements applicable to major HUD programs and specific requirements applicable to Affirmative Fair Housing. 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 18 to 32 is presented for purposes of additional analysis and is not a required part of the basic financial statements of Redemptorist Limited Partnership. 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/ Pailet, Meunier and LeBlanc, L.L.P. Metairie, Louisiana March 28, 2006 67 [Letterhead of PAILET, MEUNIER AND LeBLANC, L.L.P.] INDEPENDENT AUDITOR'S REPORT To the Partners of Redemptorist Limited Partnership New Orleans, Louisiana We have audited the accompanying balance sheets of Redemptorist Limited Partnership, HUD Project No. 064-35271, as of December 31, 2003 and 2002, 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 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 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 Redemptorist Limited Partnership, HUD Project No. 064-35271, as of December 31, 2003 and 2002, and the results of its operations, changes in partners' equity, and cash flows for the years 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 March 2, 2004, on our consideration of Redemptorist Limited Partnership's internal control, and reports dated March 2, 2004, on its compliance with specific requirements applicable to major HUD programs and specific requirements applicable to Affirmative Fair Housing. 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 18 to 32 is presented for purposes of additional analysis and is not a required part of the basic financial statements of Redemptorist Limited Partnership. 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/ Pailet, Meunier and LeBlanc, L.L.P. Metairie, Louisiana March 2, 2004 68 [Letterhead of SATTY, LEVINE & CIACCO, CPAs, P.C.] To the Partners Manhattan A Associates (A Limited Partnership) New York, New York We have audited the accompanying balance sheet of Manhattan A Associates (a limited partnership) as of December 31, 2003 and 2002, and the related statements of operations, changes in 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 of these financial statements based on our audits. We conducted our audits with 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 Manhattan A Associates as of December 31, 2003 and 2002, 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. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplementary information on page ten is presented for purposes of additional analysis and is not a required part of the basic financial statements of Manhattan A Associates. 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/ Satty, Levine & Ciacco, CPAs, P.C. Jericho, New York February 6, 2004 69 [Letterhead of Merina & Company, LLP] INDEPENDENT AUDITOR'S REPORT To the Partners/Owners Weidler Associates Limited Partnership Portland, Oregon We have audited the accompanying balance sheet of Weidler Associates Limited Partnership as of December 31, 2003 and 2002, and the related statements of profit and loss, changes in 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 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 Weidler Associates Limited Partnership as of December 31, 2003 and 2002, 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/ Merina & Company West Linn, Oregon February 26, 2004 70 [Letterhead of ASHER & COMPANY, LTD.] Independent Auditors' Report The Partners Gentle Pines - West Columbia Associates, L.P. Marlton, New Jersey We have audited the accompanying balance sheets of Gentle Pines - West Columbia Associates, L.P. (A Limited Partnership), HUD Project No. 054-94007, as of December 31, 2003 and 2002, and the related statements of loss, Partners' capital and cash flows for the year ended December 31, 2003. 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 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 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 Gentle Pines - West Columbia Associates, L.P. (A Limited Partnership), HUD Project No. 054-94007, as of December 31, 2003 and 2002, and the results of its operations, changes in its Partners' capital, and its cash flows for the year ended December 31, 2003 in conformity with accounting principles generally accepted in the United States of America. The accompanying financial statements have been prepared assuming that Gental Pines - West Columbia Associates, L.P. (A Limited Partnership) will continue as a going concern. As described in Note B and reported in the accompanying financial statements, Gentle Pines - West Columbia Associates, L.P. (A Limited Partnership) has had recurring net losses and has an increasing working capital deficit in recent years. These conditions raise substantial doubt about Gentle Pines - West Columbia Associates, L.P.'s (A Limited Partnership) ability to continue as a going concern. Management's plans in regard to those matters are described in Note B. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event the Partnership cannot continue in existence. Our audit was made for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplementary information 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. In accordance with Government Auditing Standards, we have issued reports dated January 29, 2004 on our consideration of Gentle Pines - West Columbia Associates, L.P.'s (A Limited Partnership), HUD Project No. 054-94007, internal control and on our tests of its compliance with certain provisions of laws, regulations, contracts, and grants. 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/ Asher & Company, Ltd Philadelphia, Pennsylvania January 29, 2004 71 [Letterhead of DONALD W. CAUSEY & ASSOCIATES, P.C.] INDEPENDENT AUDITORS' REPORT To the Partners Lake Forest Estates II, Ltd. Livingston, Alabama We have audited the accompanying balance sheets of Lake Forest Estates II, Ltd., a limited partnership, RHS Project No.: 01-060-630996944 as of December 31, 2005 and 2004, and the related statements of operations, partners' deficit 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 the audits 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, the U.S. Department of Agriculture, Farmers Home Administration Audit Program, and the standards of the Public Company Accounting Oversight Board (United States). 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 the 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 Lake Forest Estates II, Ltd., RHS Project No.: 01-060-630996944 as of December 31, 2005 and 2004, 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. The audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental information on pages 11 through 14 is presented for purposes of additional analysis and is not a required part of the basic financial statements. The supplemental information presented in the Multiple Family Housing Borrower Balance Sheet (Form FmHA 1930-8) Parts I and II for the year ended December 31, 2005 and 2004, is presented for purposes of complying with the requirements of the Rural Housing Services and is also not a required part of the basic financial statements. Such information has been subjected to the audit 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 25 2006 on our consideration of Lake Forest Estates II, Ltd.'s internal control over financial reporting and on our tests of its compliance with certain provisions of laws and regulations. That report is 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. However, the partnership has determined that it is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included only the consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the partnership's internal control over financial reporting. Accordingly, we express no such opinion. /s/ Donald W. Causey & Associates, P.C. Gadsden, Alabama February 25, 2006 72 [Letterhead of DONALD W. CAUSEY & ASSOCIATES, P.C.] INDEPENDENT AUDITORS' REPORT To the Partners Lake Forest Estates II, Ltd. Livingston, Alabama We have audited the accompanying balance sheets of Lake Forest Estates II, Ltd., a limited partnership, RHS Project No.: 01-060-630996944 as of December 31, 2003 and 2002, and the related statements of operations, partners' deficit 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 the audits 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, and the U.S. Department of Agriculture, Farmers Home Administration Audit Program. 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 the 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 Lake Forest Estates II, Ltd., RHS Project No.: 01-060-630996944 as of December 31, 2003 and 2002, 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. The audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental information on pages 10 through 13 is presented for purposes of additional analysis and is not a required part of the basic financial statements. The supplemental information presented in the Multiple Family Housing Borrower Balance Sheet (Form FmHA 1930-8) Parts I and II for the year ended December 31, 2003 and 2002, is presented for purposes of complying with the requirements of the Rural Housing Services and is also not a required part of the basic financial statements. Such information has been subjected to the audit 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 6, 2004 on our consideration of Lake Forest Estates II, Ltd.'s internal control over financial reporting and on our tests of its compliance with certain provisions of laws and regulations. That report is 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/ Donald W. Causey & Associates, P.C. Gadsden, Alabama February 6, 2004 73 [Letterhead of AMILCAR TORRES RIVERA, CPA] INDEPENDENT AUDITOR'S REPORT To the Partners Las Camelias Limited Partnership I have audited the accompanying balance sheets of Las Camelias Limited Partnership as of December 31, 2005 and 2004, and the related statements of operations, partner's deficit and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. My responsibility is to express an opinion on these financial statements based on my audits. I conducted my audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Partnership has determined that it is not required to have, nor I was engaged to perform, an audit of its internal control over financial reporting. My audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Partnership's internal control over financial reporting. Accordingly, I express no such opinion. 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. I believe that my audits provide a reasonable basis for my opinion. In my opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Las Camelias Limited Partnership as of December 31, 2005 and 2004, and the results of its operations, changes in partners' deficit and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America. /s/ Amilcar Torres Rivera, CPA San Juan, Puerto Rico Stamp #2106462 of the Puerto Rico Society of CPA's was affixed to the original. February 2, 2006 74 [Letterhead of AMILCAR TORRES RIVERA, CPA] INDEPENDENT AUDITOR'S REPORT To the Partners Las Camelias Limited Partnership I have audited the accompanying balance sheets of Las Camelias Limited Partnership as of December 31, 2003 and 2002, and the related statements of loss, changes in Partner's Deficiency and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. My responsibility is to express an opinion on these financial statements based on my audit. I conducted my audit in accordance with auditing standards generally accepted in the United States of America which require that I 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. I believe that my audit provides a reasonable basis for my opinion. In my opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Las Camelias Limited Partnership as of December 31, 2003 and 2002, 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/ Amilcar Torres Rivera, CPA San Juan, Puerto Rico Stamp #1941826 of the Puerto Rico Society of CPA's was affixed to the original. January 30, 2004 75 [Letterhead of TIMOTHY L. STEERS, CPA, LLC.] INDEPENDENT AUDITOR'S REPORT To the Partners of WPL Associates XXIII Limited Partnership We have audited the accompanying balance sheets of WPL Associates XXIII Limited Partnership, as of July 15, 2004, and the related statements of operations, changes in partnerships' capital, and cash flows for the period from December 31, 2003 through July 15, 2004. 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 the standards of the Public Company Accounting Oversight Board (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 WPL Associates XXIII Limited Partnership at July 15, 2004 and the results of its operations and its cash flows for the period from December 31, 2003 through July 15, 2004, in conformity with U.S. generally accepted accounting principles. /s/ Timothy L. Steers, CPA, LLC Portland, Oregon November 18, 2004 76 [Letterhead of DAVID W. SCOTT, CPA, P.C.] INDEPENDENT AUDITOR'S REPORT To the Partners of WPL Associates XXIII Limited Partnership 522 NW 23rd, Suite 200 Portland, Oregon 97201 We have audited the accompanying balance sheet of WPL Associates XXIII Limited Partnership, as of December 31, 2003, and the related statements of operations, changes in partnerships' 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. 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 WPL Associates XXIII Limited Partnership at December 31, 2003, and the results of its operations and its cash flows for the year then ended, in conformity with generally accepted accounting principles. /s/ David W. Scott, CPA, P.C. Portland, Oregon February 27, 2004 77 [Letterhead of REZNICK FEDDER & SILVERMAN] INDEPENDENT AUDITORS' REPORT To the Partners Broadway Townhouses L.P. We have audited the accompanying balance sheet of Broadway Townhouses L.P. as of December 31, 2003, and the related statements of operations, partners' equity (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 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 Broadway Townhouses L.P. as of December 31, 2003, and the results of its operations, the changes in partners' equity (deficit) 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," we have also issued reports dated January 20, 2004 on our consideration of Broadway Townhouses L.P.'s internal control and on its compliance with specific requirements applicable to major HUD programs and 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 made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental information on pages 24 through 37 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. /s/ Reznick Fedder & Silverman Bethesda, Maryland January 20, 2004 Taxpayer Identification Number: 52-1088612 Lead Auditor: James P. Martinko 78 [Letterhead of FPV & CO., PSC] INDEPENDENT AUDITORS' REPORT To the Partners of Puerto Rico Historic Zone Limited Dividend Partnership We have audited the accompanying balance sheet of Puerto Rico Historic Zone Limited Dividend Partnership as of December 31, 2005, 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 the standards of the Public Company Accounting Oversight Board (United States) 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 my opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Puerto Rico Historic Zone Limited Dividend Partnership as of December 31, 2005, and the results of its operations, the changes in partners' deficit and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America. The accompanying financial statements have been prepared assuming that the Partnership will continue as a going concern. As discussed in Note L to the financial statements, the Partnership has suffered recurring losses from operations, as of December 31, 2005 has a Partners' deficit of $1,901,629 and has not complied with the total interest payment requirement of its mortgage note with Puerto Rico Housing Finance Authority that raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note L. 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 Audits of HUD Programs issued by the U.S. Department of Housing and Urban Development we have also issued a report dated January 27, 2006, on our consideration of Puerto Rico Historic Zone Limited Dividend Partnership's internal control and reports dated January 27, 2006, on its compliance with specific requirements applicable to major HUD programs, specific requirements applicable to Fair Housing and Non-Discrimination, and special requirements applicable to non-major HUD program transactions. 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 statements taken as a whole. The supplemental information on pages 15 through 25 is presented for the purpose of additional analysis and is not required as part of the basic financial statement. 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/ FPV & CO., PSC Certified Public Accountants Stamp No. 2104162 was affixed to the original of this report. San Juan, Puerto Rico January 27, 2006 79 [Letterhead of JUAN P. SANTIAGO & ASSOCIATES] INDEPENDENT AUDITORS' REPORT To the Partners of Puerto Rico Historic Zone Limited Dividend Partnership We have audited the accompanying balance sheet of Puerto Rico Historic Zone Limited Dividend Partnership as of December 31, 2003, and the related statements of operations, 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 my opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Puerto Rico Historic Zone Limited Dividend Partnership as of December 31, 2003, and the results of its operations, the changes in partners' deficit and its cash flows for the year then ended in conformity with generally accepted accounting principles. In accordance with Government Auditing Standards and the Consolidated Audits of HUD Programs issued by the U.S. Department of Housing and Urban Development we have also issued a report dated January 29, 2004, on our consideration of Puerto Rico Historic Zone Limited Dividend Partnership's internal control and reports dated January 29, 2004, on its compliance with specific requirements applicable to major HUD programs, specific requirements applicable to Fair Housing and Non-Discrimination, and special requirements applicable to non-major HUD program transactions. 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 statements taken as a whole. The supplemental information on pages 19 through 28 is presented for the purpose of additional analysis and is not required as part of the basic financial statement. 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/ Juan P. Santiago Lic. No. 692, In force I.D. No. 66-0528810 Stamp No. 1934615 was affixed to the original of this report. San Juan, Puerto Rico January 29, 2004 80 [Letterhead of CABLISH & GENTILE, CPA'S, LLC] INDEPENDENT AUDITORS' REPORT To the Partners Citrus Meadows Apartments, Ltd. Bradenton, Florida We have audited the accompanying balance sheet of Citrus Meadows Apartments, Ltd., FHA Project No. 067-94043 (a limited partnership) (the Partnership), as of December 31, 2005, and the related statements of operations, changes in partners' equity (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 the standards of Public Company Accounting Oversight Board (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. The Partnership has determined that it is not required to have, nor we were engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Partnership's internal control over financial reporting. 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 Citrus Meadows Apartments, Ltd. at December 31, 2005 and the results of its operations, cash flows and changes in partners' equity (deficit) for the year then ended, in conformity with generally accepted accounting principles in the United States of America. Our audit was conducted for the purpose of forming an opinion on the financial statements taken as a whole. The supplemental schedules included in the financial statements (shown on pages 12 through 16) are presented for the purpose of additional analysis and are not a required part of the basic financial statements of Citrus Meadows Apartment, 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 presented in all material respects in relation to the financial statements taken as a whole. In accordance with Government Auditing Standards, we have also issued reports dated February 23, 2006 on our consideration of Citrus Meadows Apartments, Ltd.'s internal controls and on its compliance with laws and regulations applicable to the basic financial statements. In accordance with the Consolidated Audit Guide, we have also issued reports dated February 23, 2006 on major HUD programs, and the nonmajor HUD program. 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 significant operating losses and low occupancy rate 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/ Cablish & Gentile, CPA's, LLC Bradenton, Florida February 23, 2006 81 [Letterhead of CABLISH & GENTILE , CPA'S, LLC] INDEPENDENT AUDITORS' REPORT To the Partners Citrus Meadows Apartments, Ltd. Bradenton, Florida We have audited the accompanying balance sheet of Citrus Meadows Apartments, Ltd., FHA Project No. 067-94043 (a limited partnership) (the Partnership), as of December 31, 2004, and the related statements of profit and loss, changes in partners' equity (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 the standards of Public Company Accounting Oversight Board (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. The Partnership has determined that it is not required to have, nor we were engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Partnership's internal control over financial reporting. 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 Citrus Meadows Apartments, Ltd. at December 31, 2004 and the results of its operations, cash flows and changes in partners' equity (deficit) for the year then ended in conformity with generally accepted accounting principles in the United States of America. Our audit was conducted for the purpose of forming an opinion on the financial statements taken as a whole. The supplemental schedules included in the financial statements (shown on pages 12 through 16) are presented for the purpose of additional analysis and are not a required part of the basic financial statements of Citrus Meadows Apartment, 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 presented in all material respects in relation to the financial statements taken as a whole. In accordance with Government Auditing Standards, we have also issued reports dated February 7, 2005 on our consideration of Citrus Meadows Apartments, Ltd.'s internal controls and on its compliance with laws and regulations applicable to the basic financial statements. In accordance with the Consolidated Audit Guide, we have also issued reports dated February 7, 2005 on major HUD programs, and the nonmajor HUD program. 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 significant operating losses and low occupancy rate 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/ Cablish & Gentile, CPA's, LLC Bradenton, Florida February 7, 2005 Reissued Auditor Report February 28, 2006 (for new standards of Public Company Accounting Oversight Board (United States)) 82 [Letterhead of CABLISH, GENTILE & GAY] INDEPENDENT AUDITORS' REPORT To the Partners Citrus Meadows Apartments, Ltd. Bradenton, Florida We have audited the accompanying balance sheet of Citrus Meadows Apartments, Ltd., FHA Project No. 067-94043 (a limited partnership) (the Partnership), as of December 31, 2003, and the related statements of profit and loss, changes in partners' equity (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, Government Auditing Standards, issued by the Comptroller General of the United States and the Consolidated Audit Guide for Audits of HUD Programs, issued by the U.S. Department of Housing and Urban Development, Office of Inspector General, in August 1997. 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 Citrus Meadows Apartments, Ltd. at December 31, 2003 and the results of its operations, cash flows and changes in partners' equity (deficit) 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 financial statements taken as a whole. The supplemental schedules included in the financial statements (shown on pages 11 through 16) are presented for the purpose of additional analysis and are not a required part of the basic financial statements of Citrus Meadows Apartment, 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 presented in all material respects in relation to the financial statements taken as a whole. In accordance with Government Auditing Standards, we have also issued reports dated January 28, 2004 on our consideration of Citrus Meadows Apartments, Ltd.'s internal controls and on its compliance with laws and regulations applicable to the basic financial statements. In accordance with the Consolidated Audit Guide, we have also issued reports dated January 28, 2004 on major HUD programs, and the nonmajor HUD program. 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 significant operating losses and low occupancy rate 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/ Cablish, Gentile & Gay, CPA's LLC BRADENTON, FLORIDA January 28, 2004 83 [Letterhead of REZNICK FEDDER & SILVERMAN.] INDEPENDENT AUDITORS' REPORT To the Partners Sartain School Venture We have audited the accompanying balance sheets of Sartain School Venture as of December 31, 2003 and 2002, and the related statements of profit and loss, changes in partners' deficit 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 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 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 Sartain School Venture as of December 31, 2003 and 2002, and the results of its operations, changes in partners' deficit and its cash flows for the years 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 our report for the year ended December 31, 2003, dated February 6, 2004, on our consideration of Sartain School Venture's internal control over financial reporting and on our tests of its compliance with certain provisions of laws, regulations, contracts and grants. That report is an integral part of an audit performed in accordance with Government Auditing Standards and should be considered in assessing the results of our audit. Our audit was made for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplemental information on pages 24 through 37 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. /s/ Reznick Fedder & Silverman Bethesda, Maryland January 20, 2004 Tax payer Identification Number: 52-1088612 Lead Auditor: James P. Martinko 84 [ASHER & COMPANY, LTD. LETTERHEAD] Independent Auditors' Report The Partners Driftwood Terrace Associates, Ltd. Marlton, New Jersey We have audited the accompanying balance sheets of Driftwood Terrace Associates, Ltd. (A Limited Partnership), HUD Project No. 066-94031, as of December 31, 2003 and 2002 and the related statements of loss, Partners' capital and cash flows for the year ended December 31, 2003. 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 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 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 Driftwood Terrace Associates, Ltd. (A Limited Partnership), HUD Project No. 066-94031, as of December 31, 2003 and 2002 and the results of its operations, changes in its Partners' capital, and its cash flows for the year ended December 31, 2003, in conformity with accounting principles generally accepted in the United States of America. Our audit was made for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplementary information 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. In accordance with Government Auditing Standards, we have also issued reports dated January 20, 2004 on our consideration of Driftwood Terrace Associates, Ltd.'s (A Limited Partnership), HUD Project No. 066-94031, internal control and on our tests of its compliance with certain provisions of laws, regulations, contracts, and grants. 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/ Asher & Company, Ltd. Philadelphia, Pennsylvania January 20, 2004 85 [Letterhead of DONALD W. CAUSEY & ASSOCIATES, P.C.] INDEPENDENT AUDITORS' REPORT To the Partners Holly Hill, Ltd. Greenville, Tennessee We have audited the accompanying balance sheets of Holly Hill, Ltd., a limited partnership, RHS Project No.: 48-030-621264791 as of December 31, 2005 and 2004, and the related statements of operations, partners' deficit 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 the audits 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, and the U.S. Department of Agriculture, Farmers Home Administration Audit Program, and the standards of the Public Company Accounting Oversight Board (United States). 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 the 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 Holly Hill, Ltd., RHS Project No.: 48-030-621264791 as of December 31, 2005 and 2004, 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. The audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental information on pages 11 through 14 is presented for purposes of additional analysis and is not a required part of the basic financial statements. The supplemental information presented in the Multiple Family Housing Borrower Balance Sheet (Form FmHA 1930-8) Parts I and II for the year ended December 31, 2005 and 2004, is presented for purposes of complying with the requirements of the Rural Housing Services and is also not a required part of the basic financial statements. Such information has been subjected to the audit 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 24, 2006 on our consideration of Holly Hill, Ltd.'s, internal control over financial reporting and on our tests of its compliance with certain provisions of laws and regulations. That report is 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. However, the partnership has determined that it is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included only the consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the partnership's internal control over financial reporting. Accordingly, we express no such opinion. /s/ Donald W. Causey & Associates, P.C. Gadsden, Alabama February 24, 2006 86 [Letterhead of DONALD W. CAUSEY & ASSOCIATES, P.C.] INDEPENDENT AUDITORS' REPORT To the Partners Holly Hill, Ltd. Greenville, Tennessee We have audited the accompanying balance sheets of Holly Hill, Ltd., a limited partnership, RHS Project No.: 48-030-621264791 as of December 31, 2003 and 2002, and the related statements of operations, partners' deficit 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 the audits 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, and the U.S. Department of Agriculture, Farmers Home Administration Audit Program. 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 the 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 Holly Hill, Ltd., RHS Project No.: 48-030-621264791 as of December 31, 2003 and 2002, 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. The audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental information on pages 10 through 13 is presented for purposes of additional analysis and is not a required part of the basic financial statements. The supplemental information presented in the Multiple Family Housing Borrower Balance Sheet (Form FmHA 1930-8) Parts I and II for the year ended December 31, 2003 and 2002, is presented for purposes of complying with the requirements of the Rural Housing Services and is also not a required part of the basic financial statements. Such information has been subjected to the audit 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 23, 2004 on our consideration of Holly Hill, Ltd.'s internal control over financial reporting and on our tests of its compliance with certain provisions of laws and regulations. That report is 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/ Donald W. Causey & Associates, P.C. Gadsden, Alabama February 23, 2004 87 [Letterhead of DONALD W. CAUSEY & ASSOCIATES, P.C.] INDEPENDENT AUDITORS' REPORT To the Partners Mayfair Apartments, Ltd. Morristown, Tennessee We have audited the accompanying balance sheets of Mayfair Apartments, Ltd., a limited partnership, RHS Project No.: 48-032-630957575 as of December 31, 2005 and 2004, and the related statements of operations, 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 the audits 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, and the U.S. Department of Agriculture, Farmers Home Administration Audit Program, and the standards of the Public Company Accounting Oversight Board (United States). 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 the 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 Mayfair Apartments, Ltd., RHS Project No.: 48-032-630957575 as of December 31, 2005 and 2004, and the results of its operations and its cash flows for the years then ended in conformity with auditing standards generally accepted in the United States. The audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental information on pages 10 through 13 is presented for purposes of additional analysis and is not a required part of the basic financial statements. The supplemental information presented in the Multiple Family Housing Borrower Balance Sheet (Form FmHA 1930-8) Parts I and II for the year ended December 31, 2005 and 2004, is presented for purposes of complying with the requirements of the Rural Housing Services and is also not a required part of the basic financial statements. Such information has been subjected to the audit 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 auditing standards generally accepted in the United States of America, we have also issued a report dated February 27, 2006 on our consideration of Mayfair Apartments, Ltd.'s internal control over financial reporting and on our tests of its compliance with certain provisions of laws and regulations. However, the partnership has determined that it is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included only the consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the partnership's internal control over financial reporting. Accordingly, we express no such opinion. /s/ Donald W. Causey & Associates, P.C. Gadsden, Alabama February 27, 2006 88 [Letterhead of DONALD W. CAUSEY & ASSOCIATES, P.C.] INDEPENDENT AUDITORS' REPORT To the Partners Mayfair Apartments, Ltd. Morristown, Tennessee We have audited the accompanying balance sheets of Mayfair Apartments, Ltd., a limited partnership, RHS Project No.: 48-032-630957575 as of December 31, 2003 and 2002, and the related statements of operations, 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 the audits 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, and the U.S. Department of Agriculture, Farmers Home Administration Audit Program. 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 the 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 Mayfair Apartments, Ltd., RHS Project No.: 48-032-630957575 as of December 31, 2003 and 2002, and the results of its operations and its cash flows for the years then ended in conformity with auditing standards generally accepted in the United States of America. The audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental information on pages 10 through 13 is presented for purposes of additional analysis and is not a required part of the basic financial statements. The supplemental information presented in the Multiple Family Housing Borrower Balance Sheet (Form FmHA 1930-8) Parts I and II for the year ended December 31, 2003 and 2002, is presented for purposes of complying with the requirements of the Rural Housing Services and is also not a required part of the basic financial statements. Such information has been subjected to the audit 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 auditing standards generally accepted in the United States of America, we have also issued a report dated February 20, 2004 on our consideration of Mayfair Apartments, Ltd.'s internal control over financial reporting and on our tests of its compliance with certain provisions of laws and regulations. /s/ Donald W. Causey & Associates, P.C. Gadsden, Alabama February 20, 2004 89 [Letterhead of DONALD W. CAUSEY & ASSOCIATES, P.C.] INDEPENDENT AUDITORS' REPORT To the Partners Foxcroft Apartments, Ltd. Troy, Alabama We have audited the accompanying balance sheets of Foxcroft Apartments, Ltd., a limited partnership, RHS Project No.: 01-055-630971151 as of December 31, 2005 and 2004, and the related statements of operations, partners' deficit 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 the audits 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, and the U.S. Department of Agriculture, Farmers Home Administration Audit Program., and the standards of the Public Company Accounting Oversight Board (United States). 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 the 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 Foxcroft Apartments, Ltd., RHS Project No.: 01-055-630971151 as of December 31, 2005 and 2004, 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. The audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental information on pages 11 through 12 is presented for purposes of additional analysis and is not a required part of the basic financial statements. The supplemental information presented in the Multiple Family Housing Borrower Balance Sheet (Form FmHA 1930-8) Parts I and II for the year ended December 31, 2005 and 2004, is presented for purposes of complying with the requirements of the Rural Housing Services and is also not a required part of the basic financial statements. Such information has been subjected to the audit 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 25, 2006 on our consideration of Foxcroft Apartments's, internal control over financial reporting and on our tests of its compliance with certain provisions of laws and regulations. That report is 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. However, the partnership has determined that it is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included only the consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the partnership's internal control over financial reporting. Accordingly, we express no such opinion. /s/ Donald W. Causey & Associates, P.C. Gadsden, Alabama February 25, 2006 90 [Letterhead of DONALD W. CAUSEY & ASSOCIATES, P.C.] INDEPENDENT AUDITORS' REPORT To the Partners Foxcroft Apartments, Ltd. Troy, Alabama We have audited the accompanying balance sheets of Foxcroft Apartments, Ltd., a limited partnership, RHS Project No.: 01-055-630971151 as of December 31, 2003 and 2002, and the related statements of operations, partners' deficit 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 the audits 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, and the U.S. Department of Agriculture, Farmers Home Administration Audit Program. 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 the 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 Foxcroft Apartments, Ltd., RHS Project No.: 01-055-630971151 as of December 31, 2003 and 2002, 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. The audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental information on pages 10 through 13 is presented for purposes of additional analysis and is not a required part of the basic financial statements. The supplemental information presented in the Multiple Family Housing Borrower Balance Sheet (Form FmHA 1930-8) Parts I and II for the year ended December 31, 2003 and 2002, is presented for purposes of complying with the requirements of the Rural Housing Services and is also not a required part of the basic financial statements. Such information has been subjected to the audit 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 17, 2004 on our consideration of Foxcroft Apartments, Ltd.'s internal control over financial reporting and on our tests of its compliance with certain provisions of laws and regulations. That report is 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/ Donald W. Causey & Associates, P.C. Gadsden, Alabama February 17, 2004 91 [Letterhead of DONALD W. CAUSEY & ASSOCIATES, P.C.] INDEPENDENT AUDITORS' REPORT To the Partners Canterbury Apartments, Ltd. Indianola, Mississippi We have audited the accompanying balance sheets of Canterbury Apartments, Ltd., a limited partnership, RHS Project No.: 28-067-630979083 as of December 31, 2005 and 2004, and the related statements of operations, partners' deficit 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 the audits 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, and the U.S. Department of Agriculture, Farmers Home Administration Audit Program, and the standards of the Public Company Accounting Oversight Board (United States). 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 the 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 Canterbury Apartments, Ltd., RHS Project No.: 28-067-630979083 as of December 31, 2005 and 2004, 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. The audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental information on pages 10 through 12 is presented for purposes of additional analysis and is not a required part of the basic financial statements. The supplemental information presented in the Multiple Family Housing Borrower Balance Sheet (Form FmHA 1930-8) Parts I and II for the year ended December 31, 2005 and 2004, is presented for purposes of complying with the requirements of the Rural Housing Services and is also not a required part of the basic financial statements. Such information has been subjected to the audit 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 23, 2006 on our consideration of Canterbury Apartments, Ltd.'s internal control over financial reporting and on our tests of its compliance with certain provisions of laws and regulations. That report is 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. However, the partnership has determined that it is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included only the consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the partnership's internal control over financial reporting. Accordingly, we express no such opinion. /s/ Donald W. Causey & Associates, P.C. Gadsden, Alabama February 23, 2006 92 [Letterhead of DONALD W. CAUSEY & ASSOCIATES, P.C.] INDEPENDENT AUDITORS' REPORT To the Partners Canterbury Apartments, Ltd. Indianola, Mississippi We have audited the accompanying balance sheets of Canterbury Apartments, Ltd., a limited partnership, RHS Project No.: 28-067-630979083 as of December 31, 2003 and 2002, and the related statements of operations, partners' deficit 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 the audits 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, and the U.S. Department of Agriculture, Farmers Home Administration Audit Program. 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 the 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 Canterbury Apartments, Ltd., RHS Project No.: 28-067-630979083 as of December 31, 2003 and 2002, 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. The audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental information on pages 10 through 12 is presented for purposes of additional analysis and is not a required part of the basic financial statements. The supplemental information presented in the Multiple Family Housing Borrower Balance Sheet (Form FmHA 1930-8) Parts I and II for the year ended December 31, 2003 and 2002, is presented for purposes of complying with the requirements of the Rural Housing Services and is also not a required part of the basic financial statements. Such information has been subjected to the audit 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 20, 2004 on our consideration of Canterbury Apartments, Ltd.'s internal control over financial reporting and on our tests of its compliance with certain provisions of laws and regulations. That report is 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/ Donald W. Causey & Associates, P.C. Gadsden, Alabama February 20, 2004 93 [Letterhead from Reznick, Fedder & Silverman] INDEPENDENT AUDITORS' REPORT To the Partners Cutler Canal III Associates, Ltd. We have audited the accompanying balance sheet of Cutler Canal III Associates, Ltd., as of December 31, 2003 and 2002, and the related statements of operations, 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 audit in accordance with auditing standards generally accepted in the United States of America. 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, the financial statements referred to above present fairly, in all material respects, the financial position of Cutler Canal III Associates, Ltd., as of December 31, 2003 and 2002, 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. /s/ Reznick, Fedder & Silverman Atlanta, Georgia January 27, 2004 94 [Letterhead of MUELLER, PROST, PURK & WILLBRAND, P.C.] To the Partners Jefferson Place, L.P. Omaha, Nebraska INDEPENDENT AUDITORS' REPORT We have audited the accompanying balance sheets in liquidation of JEFFERSON PLACE, L.P., (A Missouri Limited Partnership) (the "Partnership"), as of July 31, 2003, December 31, 2002 and 2001, and the related statements of income, changes in partners' deficit and cash flows for the period and 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 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. As described in Note 1, to the financial statements, the partners of Jefferson Place approved a plan of liquidation on May 1, 2003, and the Partnership began liquidation shortly thereafter. As a result, the Partnership changed its basis of accounting for the period ended July 31, 2003, from the accrual basis to the liquidation basis. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of JEFFERSON PLACE, L.P., as of July 31, 2003, December 31, 2002 and 2001, and the results of its operations and its cash flows for the years then ended in conformity with U.S. generally accepted accounting principles. /s/ Mueller, Prost, Purk & Willbrand, P.C. Certified Public Accountants St. Louis, MO October 29, 2003 95 [Letterhead of DONALD W. CAUSEY & ASSOCIATES, P.C.] INDEPENDENT AUDITORS' REPORT To the Partners Callaway Village, Ltd. Clinton, Tennessee We have audited the accompanying balance sheets of Callaway Village, Ltd., a limited partnership, RHS Project No.: 48-001-581172107 as of December 31, 2005 and 2004, and the related statements of operations, partners' deficit 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 the audits 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, and the U.S. Department of Agriculture, Farmers Home Administration Audit Program, and the standards of the Public Company Accounting Oversight Board (United States). 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 the 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 Callaway Village, Ltd., RHS Project No.: 48-001-581172107 as of December 31, 2005 and 2004, 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. The audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental information on pages 10 through 13 is presented for purposes of additional analysis and is not a required part of the basic financial statements. The supplemental information presented in the Multiple Family Housing Borrower Balance Sheet (Form FmHA 1930-8) Parts I and II for the year ended December 31, 2005 and 2004, is presented for purposes of complying with the requirements of the Rural Housing Services and is also not a required part of the basic financial statements. Such information has been subjected to the audit 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 23, 2006 on our consideration of Callaway Village, Ltd.'s, internal control over financial reporting and on our tests of its compliance with certain provisions of laws and regulations. That report is 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. However, the partnership has determined that it is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included only the consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the partnership's internal control over financial reporting. Accordingly, we express no such opinion. /s/ Donald W. Causey & Associates, P.C. Gadsden, Alabama February 23, 2006 96 [Letterhead of DONALD W. CAUSEY & ASSOCIATES, P.C.] INDEPENDENT AUDITORS' REPORT To the Partners Callaway Village, Ltd. Clinton, Tennessee We have audited the accompanying balance sheets of Callaway Village, Ltd., a limited partnership, RHS Project No.: 48-001-581172107 as of December 31, 2003 and 2002, and the related statements of operations, partners' deficit 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 the audits 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, and the U.S. Department of Agriculture, Farmers Home Administration Audit Program. 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 the 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 Callaway Village, Ltd., RHS Project No.: 48-001-581172107 as of December 31, 2003 and 2002, 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. The audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental information on pages 10 through 13 is presented for purposes of additional analysis and is not a required part of the basic financial statements. The supplemental information presented in the Multiple Family Housing Borrower Balance Sheet (Form FmHA 1930-8) Parts I and II for the year ended December 31, 2003 and 2002, is presented for purposes of complying with the requirements of the Rural Housing Services and is also not a required part of the basic financial statements. Such information has been subjected to the audit 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 21, 2004 on our consideration of Callaway Village, Ltd.'s internal control over financial reporting and on our tests of its compliance with certain provisions of laws and regulations. That report is 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/ Donald W. Causey & Associates, P.C. Gadsden, Alabama February 21, 2004 97 [Letterhead of FISHBEIN & COMPANY, P.C..] INDEPENDENT AUDITORS' REPORT To the Partners Commerce Square Apartments Associates, L.P. Wilmington, Delaware We have audited the accompanying balance sheet of COMMERCE SQUARE APARTMENTS ASSOCIATES, L.P., as of December 31, 2005 and 2004, and the related statements of profit and loss, partners' deficiency and cash flows for the years then ended. These financial statements are the responsibility of 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 standards of the Public Company Accounting Oversight Board (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. The Partnership has determined that it is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Partnership's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, 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 Commerce Square Apartments Associates, L.P., as of December 31, 2005 and 2004, and the results of its operations and cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The additional information included in this report (shown on pages 12 to 14) is presented for the purposes of additional analysis and is not a required part of the basic financial statements of Commerce Square Apartments Associates, L.P. 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/ Fishbein & Company, P.C. January 26, 2006 Horsham, Pennsylvania 98 [Letterhead of Mayer Hoffman McCann P.C.] INDEPENDENT AUDITORS' REPORT To the Partners Commerce Square Apartments Associates, L.P. Wilmington, Delaware We have audited the accompanying balance sheets of Commerce Square Apartments Associates, L.P., as of December 31, 2003 and 2002, and the related statements of loss, partners' capital (deficiency) and cash flows for the years then ended. These financial statements are the responsibility of Commerce Square Apartments Associates, L.P.'s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with U.S. generally accepted auditing standards and standards applicable to financial audits contained in GOVERNMENT AUDITING STANDARD, issued by the Comptroller General of the United States. 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, the financial statements referred to above present fairly, in all material respects, the financial position of Commerce Square Apartments Associates, L.P., as of December 31, 2003 and 2002, and the results of its operations, partners' capital (deficiency) and cash flows for the years then ended in conformity with U.S. generally accepted accounting principles. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The additional information, shown on pages 12 to 23 is presented for the purpose of additional analysis and is not required part of the basic financial statements of Commerce Square Apartments Associates, L.P. 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. In accordance with GOVERNMENT AUDITING STANDARDS, we have also issued a report dated January 31, 2004, on our consideration of Commerce Square Apartments Associates, L.P.'s internal control and reports dated January 31, 2004, 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. /s/ Mayer Hoffman McCann P.C. January 31, 2004 Plymouth Meeting, Pennsylvania 99 [Letterhead of KOCH GROUP & COMPANY, LLP] INDEPENDENT AUDITORS' REPORT To the Partners West 132nd Development Partnership We have audited the accompanying balance sheet of West 132nd Development Partnership (A Limited Partnership) as of December 31, 2005 and the related statements of operations, 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 standards of the Public Company Accounting Oversight Board (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. The Partnership has determined that it is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Partnership's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, 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 West 132nd Development Partnership (A Limited Partnership) as of December 31, 2005 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. /s/ Koch Group & Company, LLP Certified Public Accountants New York, New York January 19, 2006 100 [Letterhead of KOCH GROUP & COMPANY, LLP] INDEPENDENT AUDITORS' REPORT To the Partners West 132nd Development Partnership We have audited the accompanying balance sheet of West 132nd Development Partnership (A Limited Partnership) as of December 31, 2004 and the related statements of operations, 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 standards of the Public Company Accounting Oversight Board (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. The Partnership has determined that it is not required to have, nor we were engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Partnership's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, 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 West 132nd Development Partnership (A Limited Partnership) as of December 31, 2004 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. /s/ Koch Group & Company, LLP Certified Public Accountants New York, New York January 24, 2005 101 [Letterhead of KOCH GROUP & COMPANY, LLP] INDEPENDENT AUDITORS' REPORT To the Partners West 132nd Development Partnership We have audited the accompanying balance sheets of West 132nd Development Partnership as of December 31, 2003 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 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 West 132nd Development Partnership, as of December 31, 2003 and the results of its operations, changes in partners' equity and cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America. /s/ Koch Group & Company, LLP New York, New York February 4, 2004 102 [Letterhead of Koch Group & Company, LLP] Independent Auditor's Report To the Partners Site H Development Company We have audited the accompanying balance sheets of Site H Development Company (a Limited Partnership) as of December 31, 2005 and 2004 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 audit in accordance with standards of the Public Company Accounting Oversight Board (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. The Partnership has determined that it is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Partnership's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, 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 Site H Development Company (a Limited Partnership) as of December 31, 2005 and 2004 and the results of its operations, changes in partners' equity and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America. /s/ Koch Group & Company, LLP New York, New York February 21, 2006 (Except for Note 6, as to which the date is March 1, 2006) 103 [Letterhead of Koch Group & Company, LLP] Independent Auditor's Report To the Partners L.I.H. Chestnut Associates, L.P. We have audited the accompanying balance sheets of L.I.H. Chestnut Associates, L.P. (a Pennsylvania limited partnership), PHFA Project No. O-0083, as of December 31, 2005 and 2004, and the related statements of profit and loss, changes in partners' equity (deficiency), and cash flows for the years then ended. These financial statements are the responsibility of L.I.H Chestnut Associates, L.P.'s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audit in accordance with standards of the Public Company Accounting Oversight Board (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. The Partnership has determined that it is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Partnership's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, 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 L.I.H. Chestnut Associates, L.P. (a Pennsylvania limited partnership), PHFA Project No. O-0083, as of December 31, 2005 and 2004, and the results of its operations, changes in partners' equity (deficiency) and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplementary information (pages 23 to 26) is presented for purposes of additional analysis and is not a required part of the of L.I.H. Chestnut Associates, L.P. 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. In accordance with Government Auditing Standards, we have also issued our report dated February 10, 2006 on our consideration of L.I.H. Chestnut Associates, L.P.'s (a Pennsylvania limited partnership) internal control over financial reporting and on our tests of its compliance with certain provision of laws, regulations, contracts and grants. This report is 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 audits. /s/ Koch Group & Company, LLP New York, New York February 10, 2006 104 [Letterhead of Koch Group & Company, LLP] Independent Auditor's Report To the Partners L.I.H. Chestnut Associates, L.P. We have audited the accompanying balance sheets of L.I.H. Chestnut Associates, L.P. (A Pennsylvania limited partnership), PHFA Project No. O-0083, as of December 31, 2003 and 2002, and the related statements of profit and loss, changes in partners' equity (deficiency), and cash flows for the years then ended. These financial statements are the responsibility of L.I.H Chestnut Associates, L.P.'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 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 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, the financial statements referred to above present fairly, in all material respects, the financial position of L.I.H. Chestnut Associates, L.P. (A Pennsylvania limited partnership), PHFA Project No. O-0083, as of December 31, 2003 and 2002, and the results of its operations, changes in partners' equity (deficiency) and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplementary information (pages 23 to 26) is presented for purposes of additional analysis and is not a required part of the of L.I.H. Chestnut Associates, L.P. 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. In accordance with Government Auditing Standards, we have also issued our report dated February 9, 2004 on our consideration of L.I.H. Chestnut Associates, L.P.'s (A Pennsylvania limited partnership) internal control over financial reporting and on our tests of its compliance with certain provision of laws, regulators, contracts and grants. This report is 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 audits. /s/ Koch Group & Company, LLP New York, New York February 9, 2004 105 [Letterhead of REZNICK FEDDER & SILVERMAN] INDEPENDENT AUDITORS' REPORT To the Partners Diamond Phase II Venture We have audited the accompanying balance sheet of Diamond Phase II Venture as of December 31, 2003 and 2002, and the related statements of profit and loss, changes in partners' equity (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 audits. We conducted our audits 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 the 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, financial statements referred to above present fairly, in all material respects, the financial position of Diamond Phase II Venture at December 31, 2003 and 2002, and the results of its operations, changes in partners' equity (deficit) and its 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, we have also issued a report for the year ended December 31, 2003, dated February 6, 2004, on our consideration of Diamond Phase II Venture's internal control over financial reporting and on our tests of its compliance with certain provisions of laws, regulations, contracts and grants. That report is 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 made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental information on pages 26 through 29 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. /s/ Reznick Fedder & Silverman Baltimore, Maryland February 6, 2004 106 [Letterhead of REZNICK FEDDER & SILVERMAN] INDEPENDENT AUDITORS' REPORT To the Partners Bookbindery Associates We have audited the accompanying balance sheet of Bookbindery Associates as of December 31, 2003 and 2002, and the related statements of profit and loss, changes in partners' equity (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 audits. We conducted our audits 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 the 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 Bookbindery Associates as of December 31, 2003 and 2002, and the results of its operations, changes in partners' equity (deficit) and its 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, we have also issued a report for the year ended December 31, 2003, dated January 23, 2004, on our consideration of Bookbindery Associates' internal control over financial reporting and on our tests of its compliance with certain provisions of laws, regulations, contracts and grants. That report is 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 made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental information on pages 28 through 31 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. /s/ Reznick Fedder & Silverman Baltimore, Maryland January 23, 2004 107 [Letterhead of BUCHBINDER TUNICK & COMPANY LLP] REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS To the Partners of The Hamlet, Ltd. We have audited the accompanying balance sheets of The Hamlet, Ltd. (Partnership) as of December 31, 2005 and 2004 and the related statements of operations, partners' equity (deficiency) 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 audit in accordance with auditing standards of the Public Company Accounting Oversight Board (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. The Partnership has determined that it is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Partnership's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, 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 The Hamlet, Ltd. as of December 31, 2005 and 2004 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. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules appearing on page 11 are presented for purposes of additional analysis and are not a required part of the basic financial statements. The information in these schedules has been subjected to the auditing procedures applied in the audits of the basic financial statements, and in our opinion, such information is fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ BUCHBINDER TUNICK & COMPANY LLP Rockville, Maryland January 26, 2006 108 [Letterhead of BUCHBINDER TUNICK & COMPANY LLP] REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS To the Partners of The Hamlet, Ltd. We have audited the accompanying balance sheets of The Hamlet, Ltd. (a Florida limited partnership) (Partnership) as of December 31, 2003 and 2002, and the related statements of operations, partners' equity (deficit) 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 The Hamlet, Ltd. as of December 31, 2003 and 2002, 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. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental information on page 12 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/ BUCHBINDER TUNICK & COMPANY LLP Rockville, Maryland January 28, 2004 109 [Letterhead of ISRAEL ROLON, CPA] INDEPENDENT AUDITOR'S REPORT ON FINANCIAL STATEMENTS AND SUPPLEMENTARY INFORMATION TO THE PARTNERS OF STOP 22 LIMITED PARTNERSHIP I have audited the accompanying balance sheet of Stop 22 Limited Partnership, H.U.D. Project No.: R2-46-E-006-014 and R2-46-E-00l-013, as of December 31, 2005, and the related statements of operations, changes in partners' deficit and cash flows for the year then ended. These financial statements are the responsibility of the Partnership's management. My responsibility is to express an opinion on these financial statements based on my audit. I conducted my audit in accordance with auditing standards of the Public Company Accounting Oversight Board (United States). Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Partnership has determined that it is not required to have, nor I was engaged to perform, an audit of its internal control over financial reporting. Nt audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Partnership's internal control over financial reporting. Accordingly, I express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that my audit provides a reasonable basis for our opinion. In my opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Stop 22 Limited Partnership, as of December 31, 2005, and the results of its operations, changes in partners' deficit, 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, I have also issued reports dated February 13, 2006, on my consideration of Stop 22 Limited Partnership's internal control over financial reporting, and on my test of its compliance with certain provision of laws, regulations, contracts and grant agreements, and other matters. The purpose of those reports is to describe the scope of our testing of internal control over financial reporting and compliance and the results of that testing and not to provide an opinion on the internal control over financial reporting or on compliance. 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 my audit. My 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 to 21 to 29) is presented for purposes 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 the audit of the basic financial statements, and, in my opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ ISRAEL ROLON, C.P.A. SAN JUAN, PUERTO RICO February 13, 2006 FEDERAL EMPLOYER IDENTIFICATION NUMBER: 66-0392808 STAMP NUMBER 2055589 WAS AFFIXED TO THE ORIGINAL OF THIS REPORT. 110 [Letterhead of ISRAEL ROLON, CPA] INDEPENDENT AUDITOR'S REPORT ON FINANCIAL STATEMENTS AND SUPPLEMENTARY INFORMATION TO THE PARTNERS OF STOP 22 LIMITED PARTNERSHIP I have audited the accompanying balance sheet of Stop 22 Limited Partnership, H.U.D. Project No.: R2-46-E-006-014 and R2-46-E-00l-013, as of December 31, 2004, and the related statements of operations, changes in partners' deficit and cash flows for the year then ended. These financial statements are the responsibility of the Partnership's management. My responsibility is to express an opinion on these financial statements based on my audit. I conducted my audit in accordance with auditing standards of the Public Company Accounting Oversight Board (United States). Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Partnership has determined that it is not required to have, nor I was engaged to perform, an audit of its internal control over financial reporting. Nt audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Partnership's internal control over financial reporting. Accordingly, I express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that my audit provides a reasonable basis for our opinion. In my opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Stop 22 Limited Partnership, as of December 31, 2004, and the results of its operations, changes in partners' deficit, 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, I have also issued reports dated February 11, 2005, on my consideration of Stop 22 Limited Partnership's internal control over financial reporting, and on my test of its compliance with certain provision of laws, regulations, contracts and grant agreements, and other matters. The purpose of those reports is to describe the scope of our testing of internal control over financial reporting and compliance and the results of that testing and not to provide an opinion on the internal control over financial reporting or on compliance. 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 my audit. My 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 to 21 to 29) is presented for purposes 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 the audit of the basic financial statements, and, in my opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ ISRAEL ROLON, C.P.A. SAN JUAN, PUERTO RICO February 11, 2005 FEDERAL EMPLOYER IDENTIFICATION NUMBER: 66-0392808 STAMP NUMBER 2016960 WAS AFFIXED TO THE ORIGINAL OF THIS REPORT. 111 [Letterhead of ISRAEL ROLON, CPA] INDEPENDENT AUDITOR'S REPORT ON FINANCIAL STATEMENTS AND SUPPLEMENTARY INFORMATION TO THE PARTNERS OF STOP 22 LIMITED PARTNERSHIP I have audited the accompanying balance sheet of Stop 22 Limited Partnership, H.U.D. Project No.: R2-46-E-006-014 and R2-46-E-00l-013, as of December 31, 2003, and the related statements of loss, changes in partners' deficit and cash flows for the year then ended. These financial statements are the responsibility of the Partnership's management. My responsibility is to express an opinion on these financial statements based on my audit. I conducted my 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 I 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. I believe that my audit provides a reasonable basis for my opinion. In my opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Stop 22 Limited Partnership, as of December 31, 2003, and the results of its operations, changes in partners' deficit, 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, I have also issued reports dated February 12, 2004, on my consideration of Stop 22 Limited Partnership's internal control, and on my test of its compliance with certain provision of laws, regulations, contracts and grants. 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 my audit. My 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 to 21 to 29) is presented for purposes 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 the audit of the basic financial statements, and, in my opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ ISRAEL ROLON, C.P.A. SAN JUAN, PUERTO RICO February 12, 2004 FEDERAL EMPLOYER IDENTIFICATION NUMBER: 66-0392808 STAMP NUMBER 1929520 WAS AFFIXED TO THE ORIGINAL OF THIS REPORT. 112 [Letterhead of DONALD W. CAUSEY & ASSOCIATES, P.C.] INDEPENDENT AUDITORS' REPORT To the Partners Knob Hill Apartments, Ltd. Morristown, Tennessee We have audited the accompanying balance sheets of Knob Hill Apartments, Ltd. a limited partnership, RHS Project No.: 48-032-638979224 as of December 31, 2005 and 2004, and the related statements of operations, partners' deficit 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 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, the U.S. Department of Agriculture, Farmers Home Administration Audit Program, and the standards of the Public Company Accounting Oversight Board (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 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 Knob Hill Apartments, Ltd., RHS Project No 48-032-638979224 as of December 31, 2005 and 2004, 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. The audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental information on pages 10 through 12 is presented for purposes of additional analysis and is not a required part of the basic financial statements. The supplemental information presented in the Multiple Family Housing Borrower Balance Sheet (Form FmHA 1930-8) Parts I and II for the year ended December 31, 2005 and 2004, is presented for purposes of complying with the requirements of the Rural Housing Services and is also not a required part of the basic financial statements. Such information has been subjected to the audit 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 26, 2006 on our consideration of Knob Hill Apartments, Ltd.'s internal control over financial reporting and on our tests of its compliance with certain provisions of laws and regulations. That report is 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. However, the partnership has determined that it is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included only the consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the partnership's internal control over financial reporting. Accordingly, we express no such opinion. /s/ Donald W. Causey & Associates, P.C. Gadsden, Alabama February 26, 2006 113 [Letterhead of DONALD W. CAUSEY & ASSOCIATES, P.C.] INDEPENDENT AUDITORS' REPORT To the Partners Knob Hill Apartments, Ltd. Morristown, Tennessee We have audited the accompanying balance sheets of Knob Hill Apartments, Ltd. a limited partnership, RHS Project No.: 48-032-638979224 as of December 31, 2003 and 2002, and the related statements of operations, partners' deficit 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 the audits in accordance with auditing standards generally accepted in the United States of America. 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 the 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 Knob Hill Apartments, Ltd., RHS Project No 48-032-638979224 as of December 31, 2003 and 2002, 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. The audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental information on pages 10 through 13 is presented for purposes of additional analysis and is not a required part of the basic financial statements. The supplemental information presented in the Multiple Family Housing Borrower Balance Sheet (Form FmHA 1930-8) Parts I and II for the year ended December 31, 2003 and 2002, is presented for purposes of complying with the requirements of the Rural Housing Services and is also not a required part of the basic financial statements. Such information has been subjected to the audit 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 20, 2004 on our consideration of Knob Hill Apartments, Ltd.'s internal control over financial reporting and on our tests of its compliance with certain provisions of laws and regulations. That report is 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/ Donald W. Causey & Associates, P.C. Gadsden, Alabama February 20, 2004 114 [Letterhead of Salmin, Celona, Wehrle & Flaherty, LLP] INDEPENDENT AUDITORS' REPORT To the Partners of Conifer James Street Associates We have audited the accompanying balance sheets of Conifer James Street Associates (a limited partnership) as of December 31, 2003 and 2002, and the related statements of operations and partners' capital (deficit), and cash flows for the years then ended. These 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 Conifer James Street Associates as of December 31, 2003 and 2002, and the results of its operations and cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America. /s/ Salmin, Celona, Wehrle & Flaherty, LLP Rochester, New York January 27, 2004 115 [Letterhead of RubinBrown LLP] Report of Independent Registered Public Accounting Firm S2100-020 To The Partners Longfellow Heights Apartments, L.P. St. Louis, Missouri We have audited the accompanying balance sheet of Longfellow Heights Apartments, L.P., Project No. MHDC No. 89-583, a limited partnership, as of December 31, 2005 and 2004, and the related statements of income, partners' equity (deficit) 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 audit in accordance with standards of the Public Company Accounting Oversight Board (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 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 Longfellow Heights Apartments, L.P. as of December 31, 2005 and 2004, 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. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplementary information (shown on pages 15 to 24) 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 financial statements and, in our opinion, is fairly stated in all material respects in relation to the 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 11 to the financial statements, the Partnership's note with Hallmark Corporate Foundation matures in 2006, and the Partnership is not expected to have the operating cash flow to cover the principal payment. This uncertainty raises substantial doubt about the Partnership's ability to continue as a going concern. Management's plans regarding these matters are described in Note 11. The financial statements do not include any adjustments that might result from the outcome of this uncertainly. /s/ RubinBrown LLP St. Louis, Missouri February 1, 2006 116 [Letterhead of RBG & CO.] Independent Auditors' Report S2100-020 To The Partners Longfellow Heights Apartments, L.P. St. Louis, Missouri We have audited the accompanying balance sheet of Longfellow Heights Apartments, L.P., Project No. MHDC No. 89-583, a limited partnership, as of December 31, 2003 and 2002, and the related statements of income, partners' equity (deficit) 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 Longfellow Heights Apartments, L.P. as of December 31, 2003 and 2002, 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. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplementary information (shown on pages 15 to 24) 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 financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole. /s/ Rubin, Brown, Gornstern & Co. LLP St. Louis, Missouri January 29, 2004 117 LIBERTY TAX CREDIT PLUS III L.P. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS

~~Years~~ASSETS ~~Ended~~ March 31, ------------------------------~~--------------~~ ~~2005~~2006 ~~2004~~2005* 2003* ------------ -~~-----------~~ ------------- ~~Cash~~Operating ~~flows from operating activities~~assets: ~~Net~~Property ~~loss~~and ~~$(12,864,771)~~equipment $- ~~(22,972)~~at ~~$(17~~cost,~~543,741)~~ ~~------------ ------------ ------------ Adjustments to reconcile~~ net ~~loss~~of toaccumulated ~~net~~depreciation ~~cash~~(Notes ~~provided~~2, by4 ~~operating activities: Depreciation~~ and ~~amortization~~12) ~~9,191,767~~$ 9104,~~130~~454,~~572~~711 9$ 145,~~683~~904,~~396~~381 ~~Loss~~Cash onand ~~impairment~~cash ofequivalents ~~fixed~~(Notes ~~assets 0 0~~ 2,~~153,880~~ ~~(Income)~~3 ~~loss~~and ~~from discontinued operations (902,601~~12) ~~(13~~4,~~287~~707,~~290)~~714 ~~968~~2,~~267 Interest added to mortgage note payable 392~~959,~~860~~570 ~~362,358 345,811 Minority interest in loss of subsidiary partnerships (288,676) (279,605) (281,528) (Increase) decrease in assets:~~ Cash held in escrow (~~400,382)~~Notes ~~236,304 332,142 Other assets (257,339) 258,007 (248,486) Increase (decrease) in liabilities: Due to debt guarantor~~ 3~~,234,474~~ ~~3,153,223 3,124,405 Accounts payable~~ and ~~other~~5) ~~liabilities 1~~6,~~581~~768,~~926~~ 492~~,496~~ 112,~~694~~225,~~342~~370 ~~Increase~~Deferred incosts ~~due~~- toless ~~local~~accumulated ~~general~~amortization ~~partners~~(Notes 2 and ~~affiliates~~6) ~~974,861 673,881~~ 1,~~622~~906,~~993~~271 ~~Decrease in due to local general partners and affiliates (81~~2,~~662) 0 (396~~528,~~170)~~664 ~~Due~~Other toassets ~~general partners and affiliates~~ 1,~~072~~785,~~888~~741 12,~~540~~865,~~914~~646 ~~1,821,804~~ ------------ -~~-----------~~ ------------- Total ~~adjustments~~operating ~~14,518,116~~assets 2119,~~280~~622,~~860~~929 20166,~~820~~483,~~856~~631 ------------ -~~-----------~~ ------------- ~~Net~~Assets ~~cash~~from ~~provided~~discontinued byoperations ~~operating~~(Note ~~activities~~13): 1Property and equipment held for sale,~~653~~ net of accumulated depreciation (Note 4) 20,~~345~~574,674 24,~~257~~904,~~888~~925 Net assets held for sale 3,~~277~~747,~~115~~657 1,925,273 ------------- ------------- Total assets from discontinued operations 24,322,331 6,830,198 ------------- ~~Cash~~------------- ~~flows~~Total ~~from~~assets ~~investing~~$ ~~activities:~~143,945,260 ~~Proceeds~~$ ~~from~~173,313,829 ~~sale~~============= of============= ~~properties~~LIABILITIES ~~690,645~~AND ~~2,890,000~~PARTNERS' 0DEFICIT ~~Costs~~Operating ~~paid~~liabilities: ~~relating~~Mortgage tonotes ~~sale~~payable of(Note ~~properties~~7) 0$ ~~(180~~115,~~960)~~130,084 0$ ~~Acquisition~~159,944,368 ofDue ~~property~~to ~~and~~debt ~~equipment~~guarantor (~~1,544,564)~~Note 12(1a)) 58,~~316~~413,~~199)~~027 (154,~~193~~153,~~381)~~086 ~~Decrease~~Accounts ~~(increase)~~payable in6,939,856 ~~cash~~5,868,610 ~~held~~Accrued ininterest ~~escrow~~payable ~~155~~17,~~932 (105~~923,~~383)~~357 4717,~~847~~806,060 ~~Decrease~~Security indeposit ~~cash~~payable ~~held in escrow for real estate investments 29~~1,~~516~~146,201 821,~~332~~455,489 0Due ~~Increase in due~~ to local general partners and affiliates ~~68,481~~(Note 698) 10,~~717~~502,870 7112,~~918~~589,346 ~~Decrease~~Due ~~in due~~ to ~~local~~ general partners and affiliates 0(Note 08) ~~(433~~12,~~206)~~317,893 ~~------------~~12,898,094 ------------- ------------- ~~Net~~Total ~~cash~~operating ~~(used~~liabilities ~~in) provided by investing activities (599~~222,~~990) 1~~373,~~439,507~~288 (1264,~~506~~715,~~822)~~053 ------------ -~~-----------~~ ------------- ~~Cash~~Liabilities ~~flows~~ from ~~financing~~discontinued ~~activities:~~operations ~~Increase in deferred costs~~ (~~32,979)~~Note ~~(4,150~~13): ~~(242,394)~~Mortgage ~~Repayments on mortgage~~ notes ~~(3,766,127)~~payable ~~(5,675,185)~~of ~~(8,972,058)~~asset ~~Borrowings~~held onfor ~~mortgage~~sale ~~notes~~(Note ~~1,146,464~~7) 222,~~935~~358,~~500~~177 6,~~255~~917,~~600~~348 ~~Advances~~Net ~~from~~liabilities ~~debt~~held ~~guarantor~~for ~~960,000~~sale ~~462,000~~including 360,000 Increase in due to local general partners and affiliates 0 1,867 392,326 Decrease in due to local general partners and affiliates 0 (2,709,040) 0 Decrease in capitalization of consolidated subsidiaries attributable to minority interest ~~(57~~2,~~465) (150~~314,~~805)~~725 (~~569~~439,~~801~~198) ------------- ------------- Total liabilities from discontinued operations 24,672,902 6,478,150 ------------- ~~Net~~------------- ~~cash~~Minority ~~used~~interest ~~in financing activities~~ (~~1,750,107~~Note 2) (524,~~139,813~~345) (21,~~776~~476,~~327~~100) ------------ -~~-----------~~ ------------- ~~Net~~Commitments ~~decrease~~and incontingencies ~~cash~~(Notes 7, 8 and ~~cash~~12) ~~equivalents~~Partners' deficit Limited partners (~~696~~139,~~752~~101.5 BACs issued and outstanding) (Note 1) (100,~~442~~849,~~418~~963) (194,~~006~~203,~~034~~785) ~~Cash~~General ~~and~~partners ~~cash equivalents at beginning of year 3~~(2,~~656~~226,~~322~~622) 5(2,~~098~~199,~~740~~489) ~~6,104,774~~------------- ------------- Total partners' deficit (103,076,585) (96,403,274) ------------- ------------- ~~Cash~~Total liabilities and ~~cash~~partners' ~~equivalents~~deficit ~~at end of year~~ $ 2143,~~959~~945,~~570~~260 $ 3173,~~656~~313,~~322~~829 ~~$ 5,098,740~~ ============ =~~===========~~ ============ ~~Supplemental disclosure of cash flows information: Cash paid during the year for interest $ 7,796,635 $ 8,571,124 $ 9,059,474~~ =~~=========== ============ ============~~

* As restated (see Note 15). See accompanying notes to consolidated financial statements. 118 LIBERTY TAX CREDIT PLUS III L.P. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS

Years Ended March 31, -------------------------------------------- 2006 2005*/** 2004*/** ~~2003~~ ------------ ------------ ------------ ~~Interest~~Operations: Revenues Rental income $ ~~189~~21,~~995~~066,226 $ ~~178~~20,~~526~~665,271 $ ~~324~~20,~~821~~524,888 Other 874,846 1,~~118~~016,~~305~~121 ~~831~~686,~~147~~989 ------------ ------------ ------------ Total Revenues 21,941,072 21,681,392 21,211,877 ------------ ------------ ------------ Expenses General and administrative 4,862,864 4,807,259 5,115,436 General and administrative-related parties (Note 8) 2,876,522 2,669,359 2,678,682 Repairs and maintenance 4,307,635 4,474,312 3,962,168 Operating and other 2,799,675 2,554,982 2,468,385 Real estate taxes 1,~~007~~338,~~985~~319 1,399,145 1,316,368 Insurance 1,482,490 1,366,931 1,316,526 Interest 9,481,885 9,394,174 9,350,039 Depreciation and amortization 6,727,245 6,772,845 6,708,665 ------------ ------------ ------------ Total ~~other~~expenses ~~revenue~~33,876,635 $33,439,007 32,916,269 ------------ ------------ ------------ Loss from operations before minority interest (11,935,563) (11,757,615) (11,704,392) Minority interest in loss of subsidiary partnerships from operations 310,962 381,135 242,086 ------------ ------------ ------------ Loss from operations (11,624,601) (11,376,480) (11,462,306) Discontinued operations (Note 13): Income (loss) from discontinued operations (including gain (loss) on sale of properties and minority interest) 4,911,290 (1,~~308~~562,~~300~~924) 11,364,701 ------------ ------------ ------------ Net loss $1 (6,~~009~~713,~~673~~311) $(12,939,404) $ (97,605) ============ ============ ============ Loss from operations - limited partners $(11,508,355) $(11,262,715) $(11,347,683) Income (loss) from discontinued operations (including gain (loss) on sale of properties and minority interest) - limited partners 4,862,177 (1,~~332~~547,~~806~~295) 11,251,054 ------------ ------------ ------------ Net loss - limited partners $ (6,646,178) $(12,810,010) $ (96,629) ============ ============ ============ Number of BACs outstanding 139,101.5 139,101.5 139,101.5 ============ ============ ============ Loss from operations per BAC $ (82.73) $ (80.97) $ (81.58) Income (loss) from discontinued operations (including gain (loss) on sale of properties and minority interest) - per BAC 34.95 (11.12) 80.88 ------------ ------------ ------------ Net loss per BAC $ (47.78) $ (92.09) $ (.70) ============ ============ ============

* Reclassified for comparative purposes. ** As restated (see Note 15). See accompanying notes to consolidated financial statements. 119 LIBERTY TAX CREDIT PLUS III L.P. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' DEFICIT

Limited General Total Partners Partners ------------- ------------- ------------- Partners' deficit - April 1, 2003, as previously reported $ (82,246,315) $ (80,188,395) $ (2,057,920) Prior period adjustment (Note 15) (1,119,950) (1,108,751) (11,199) ------------- ------------- ------------- Partners' deficit - April 1, 2003, as restated (83,366,265) (81,297,146) (2,069,119) Net loss, year ended March 31, 2004, as restated (97,605) (96,629) (976) ------------- ------------- ------------- ~~2005~~Partners' deficit - March 31, 2004, ~~2003~~as restated (83,463,870) (81,393,775) (2,070,095) Net loss, year ended March 31, 2005, as restated (12,939,404) (12,810,010) (129,394) ------------- ------------- ------------- ~~Interest~~Partners' $deficit 8- March 31,~~367~~ $2005, 13as restated (96,~~817~~403,274) $(94,203,785) 20(2,~~968~~199,489) ~~Other~~Net ~~422~~loss,~~864~~ ~~214~~year ended March 31,~~318~~ ~~356~~2006 (6,~~015~~713,311) (6,646,178) (67,133) Contribution - write-off of related party debt 40,000 0 40,000 ------------- ------------- ------------- ~~Total~~Partners' ~~other~~deficit ~~revenue~~- March 31, 2006 $~~431~~(103,~~231~~076,585) $~~228~~(100,~~135~~849,963) $~~376~~ (2,~~983~~226,622) ============= ============= =============

See accompanying notes to consolidated financial statements. 120 LIBERTY TAX CREDIT PLUS III L.P. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

Years Ended March 31, ~~2005~~-------------------------------------------- ~~March~~2006 ~~31,~~2005*/** 2004*/** ------------ ------------ ------------ Cash flows from operating activities: Net loss $ (6,713,311) $(12,939,404) $ (97,605) ------------ ------------ ------------ ~~Carrying~~Adjustments ~~Fair~~to ~~Carrying~~reconcile ~~Fair~~net ~~Amount~~loss ~~Value~~to ~~Amount~~net ~~Value~~cash provided by operating activities: Depreciation and amortization 9,182,178 9,840,467 10,179,376 Loss on impairment of fixed assets 0 1,700,000 0 Gain on sale of properties (5,063,727) (2,123,053) (13,942,678) Interest added to mortgage note payable 239,889 392,860 362,358 Minority interest in loss of subsidiary partnerships (2,047,922) (334,395) (272,964) (Increase) decrease in assets: Cash held in escrow 251,384 (427,625) 134,243 Other assets 59,919 (261,492) (148,441) (Decrease) increase in liabilities: Due to debt guarantor 3,359,941 3,234,474 3,153,223 Accounts payable (1,040,263) 154,402 (109,242) Accrued interest payable 1,527,692 1,165,761 961,711 Security deposits payable 45,653 363,246 7,042 Increase in due to local general partners and affiliates 853,595 871,962 673,881 Due to general partners and affiliates (481,389) 1,073,002 1,546,401 ------------ ------------ ------------ Total adjustments 6,886,950 15,649,609 2,544,910 ------------ ------------ ------------ Net cash provided by operating activities 173,639 2,710,205 2,447,305 ------------ ~~Mortgage~~------------ ~~notes~~------------ Cash flows from investing activities: Proceeds from sale of properties 3,831,998 840,642 2,890,000 Costs paid relating to sale of properties (13,906) 0 (180,960) Acquisition of property and equipment (1,082,221) (1,649,756) (1,316,200) Increase in accounts payable and other liabilities from deferred revenue on sale of limited partnership interests 2,731,164 0 0 (Increase) decrease in cash held in escrow (102,763) 139,109 (105,383) Decrease in cash held in escrow for ~~which~~real itestate isinvestments 0 0 82,332 Increase in due to local general partners and affiliates 68,918 68,481 69,717 ------------ ------------ ------------ Net cash provided by (used in) investing activities 5,433,190 (601,524) 1,439,506 ------------ ------------ ------------ Cash flows from financing activities: ~~Practicable~~Increase in deferred costs (60,370) (32,979) (4,150) Repayments on mortgage notes (5,742,642) (3,996,682) (5,675,185) Proceeds from mortgage notes 1,267,300 1,146,464 2,935,500 Advances from debt guarantor 900,000 960,000 462,000 Increase (decrease) in due to ~~estimate~~local ~~fair~~general ~~value~~partners $and 73affiliates 0 5,~~920~~316 (2,~~908~~707,173) Decrease in capitalization of consolidated subsidiaries attributable to minority interest (136,324) (246,866) (340,221) ------------ ------------ ------------ Net cash used in financing activities (3,772,036) (2,164,747) (5,329,229) ------------ ------------ ------------ Net increase (decrease) in cash and cash equivalents 1,834,793 (56,066) (1,442,418) Cash and cash equivalents at beginning of year 3,600,256 3,656,322 5,098,740 ------------ ------------ ------------ Cash and cash equivalents at end of year $ 765,~~481~~435,~~343~~049 $ 813,~~933~~600,~~174~~256 $ 853,~~103~~656,~~592~~322 ~~Not~~============ ~~practicable~~============ ============ Supplemental disclosure of cash flows information: Cash paid during the year for interest $ 866,~~023~~820,~~460~~171 ~~(*)~~$ 7,796,635 $ 908,~~523~~571,~~121~~124 ~~(*)~~============ ============ ============

121 LIBERTY TAX CREDIT PLUS III L.P. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (continued)

~~March~~Years ~~31,~~Ended ~~2005~~ March 31, ~~2004~~ ----------------------------- ---------------~~--------------~~ ~~Carrying~~2006 ~~Fair~~2005*/** ~~Carrying~~2004*/** ~~Fair Amount Value Amount Value~~ ------------- ------------ ------------- ~~-------------~~Summarized ~~Mortgage~~below ~~notes~~are ~~payable~~the ~~for~~components ~~which~~of itthe isgain on sale of properties: ~~Practicable~~Proceeds tofrom ~~estimate~~sale ~~fair~~of ~~value~~properties $ 43,~~535~~831,~~363~~998 $ 4840,~~535,363~~642 $ 2,890,000 Costs paid relating to sale of properties (13,906) 0 $(180,960) Property and equipment, net of accumulated depreciation (18,085,579) (3,261,665) (3,267,096) Other assets (524,766) (68,510) (63,022) Cash held in escrow (4,168,436) (140,680) 0 ~~Not~~Deferred ~~practicable~~costs $(176,454) (3,379) (223,110) Mortgage notes payable 25,138,002 3,137,221 10,760,000 Accounts payable and other liabilities 969,590 1,362,008 369,349 Due to local general partners and affiliates 2,~~381~~710,~~985~~813 12,951 3,657,517 Due to general partners and affiliates (*31,250) $77,614 0 Capitalization of consolidated subsidiaries attributable to minority interest (*4,586,285) 166,851 0 Supplemental disclosure of noncash investing and financing activities: Contribution from write-off of related party debt $ 40,000 $ 0 $ 0

Cash and cash equivalents, end of year, includes cash and cash equivalents from discontinued operations of $727,335, $640,686 and $0 for the years ended March 31, 2006, 2005 and 2004, respectively. * Reclassified for comparative purposes. ** As restated (see Note 15). See accompanying notes to consolidated financial statements. 122 LIBERTY TAX CREDIT PLUS III L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2006 NOTE 1 - General Liberty Tax Credit Plus III L.P., a Delaware limited partnership (the "Partnership"), was organized on November 17, 1988. The Partnership had no operations until commencement of its public offering on May 2, 1989. The general partners of the Partnership are Related Credit Properties III L.P., a Delaware limited partnership (the "Related General Partner"), and Liberty GP III Inc., a Delaware corporation (the "Liberty General Partner", and together with the Related General Partner, the "General Partners"). The general partner of the Related General Partner is Related Credit Properties III Inc., a Delaware corporation. On November 17, 2003, CharterMac acquired CharterMac Capital, LLC ("CharterMac Capital") (formerly known as Related Capital Company, LLC), which is the parent of RCC Manager LLC, the sole shareholder of Related Credit Properties III Inc. Pursuant to the acquisition, CharterMac acquired controlling interests in the General Partners. This acquisition did not affect the Partnership or its day-to-day operations, as the majority of the General Partners' management team remained unchanged. On November 8, 2005, CharterMac announced that Stuart J. Boesky would step down as Chief Executive Officer and trustee of CharterMac. Upon his stepping down, which was effective on November 15, 2005, he also resigned from his position as Senior Vice President of the Related General Partner and Executive Vice President of the Liberty General Partner. Mr. Boesky will stay on as a consultant to CharterMac for the next year in order to ensure a smooth transition. On March 14, 2006, CharterMac's Board of Trustees named Marc D. Schnitzer its Chief Executive Officer, effective immediately. Mr. Schnitzer replaced Stephen M. Ross, who had served as interim Chief Executive Officer since Stuart J. Boesky resigned in November of 2005. Mr. Schnitzer also replaced Mr. Boesky as Senior Vice President of the Related General Partner and Executive Vice President of the Liberty General Partner. On May 2, 1989, the Partnership commenced a public offering (the "Offering") of Beneficial Assignment Certificates ("BACs") representing assignments of limited partnership interests in the Partnership ("Limited Partnership Interests"). The Partnership's business is to invest in other limited partnerships ("Local Partnerships" or "Subsidiaries" or "Subsidiary Partnerships") owning leveraged apartment complexes ("Apartment Complexes" or "Properties") that are eligible for the low-income housing tax credit ("Tax Credit") enacted in the Tax Reform Act of 1986, and to a lesser extent in Local Partnerships owning properties that are eligible for the historic rehabilitation tax credit ("Historic Rehabilitation Tax Credit"). As of March 31, 2006, the period where qualified BACs holders are entitled to claim Tax Credits, generally ten years from the date of investment, or, if later, the date the Property is placed in service (the "Credit Periods"), for all the properties have expired; however, each Local Partnership must continue to comply with the Tax Credit requirements until the end of the 15 year period commencing at the beginning of the Credit Period (the "Compliance Period") in order to avoid recapture of the Tax Credits. The Compliance Periods are scheduled to expire at various times through December 31, 2008. During the year ended March 31, 2006, the Partnership sold its limited partnership interest in nine Local Partnerships, the property and the related assets and liabilities of three Local Partnerships and transferred the deed to the property and the related assets and liabilities at one Local Partnership. Through the year ended March 31, 2006, the Partnership sold the property and the related assets and liabilities of four Local Partnerships, its limited partnership interest in fourteen Local Partnerships and transferred the deed to the property and the related assets and liabilities at one Local Partnership. For a discussion of these sales, see Note 10. In addition, as of March 31, 2006, the Partnership entered into contracts to sell three additional Local Partnerships (see Note 11). Subsequently, the Partnership sold a building in one of its Local Partnerships, the property and the related assets and liabilities of a Local Partnership and entered into a purchase and sale agreement to sell the property and the related assets and liabilities of one additional Local Partnership (see Note 16). The Partnership is authorized to issue a total of 150,000 Beneficial Assignment Certificates ("BACs"), which have been registered with the Securities and Exchange Commission for sale to the public. Each BAC represents all of the economic and virtually all of the ownership rights attributable to one-fifth of a limited partnership interest. As of March 31, 2006, 139,101.5 BACs have been issued, and no further issuance of BACs is anticipated. The Offering was completed on March 30, 1990. The terms of the Partnership's Amended and Restated Agreement of Limited Partnership (the "Partnership Agreement") provide, among other things, that net profits or losses and distributions of cash flow are, in general, allocated 99% to the limited partners and BACs holders and 1% to 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 56, 60 and 61 Subsidiary Partnerships in which the Partnership is the principal limited partner for the years ended March 31, 2006, 2005, and 2004, respectively. Through the rights of the Partnership and/or an affiliate of the General Partners (which 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 and financial decisions, the Partnership has a controlling financial interest in the Subsidiary Partnerships. For financial reporting purposes, the Partnership's fiscal year ends on March 31. All Subsidiaries have fiscal years ending December 31. Accounts of the Subsidiaries have been adjusted for intercompany transactions from January 1 through March 31. The Partnership's fiscal year ends March 31 in order to allow adequate time for the Subsidiaries' financial statements to be prepared and consolidated. The books and records of the Partnership are maintained on the accrual basis of accounting, in accordance with U.S. generally accepted accounting principles ("GAAP"). All intercompany accounts and transactions with the Subsidiary Partnerships have been eliminated in consolidation. 123 LIBERTY TAX CREDIT PLUS III L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2006 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 interest which exceed the minority interest's investment in a Subsidiary have been charged to the Partnership. Such losses aggregated approximately $0, $180,000 and $0 for the years ended March 31, 2006, 2005 and 2004, respectively (the 2005, 2004 and 2003 fiscal years, respectively). The Partnership's investment in each Subsidiary is equal to the respective Subsidiary partners' equity less minority interest capital, if any. In consolidation, all Subsidiary Partnerships' losses are included in the Partnership's capital account except for losses allocated to minority interest capital. b) 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. Cash held in escrow has various use restrictions and is not considered a cash equivalent. c) 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 such property and equipment. The cost of property and equipment is depreciated over their estimated useful lives using accelerated and straight-line methods. Expenditures for repairs and maintenance are charged to expense as incurred; major renewals and betterments are capitalized. At the time property and equipment are retired or otherwise disposed of, the cost and accumulated depreciation are eliminated from the assets and accumulated depreciation accounts and the profit or loss on such disposition is reflected in earnings. The Partnership complies with Statement of Financial Accounting Standards No. 144 "Accounting for the Impairment or Disposal of Long-Lived Assets" ("SFAS No. 144"). 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. Property investments themselves are reduced to estimated fair value (generally using discounted cash flows) when the Property is considered to be impaired and the depreciated cost exceeds estimated fair value. Through March 31, 2006, the Partnership has recorded approximately $23,937,000 as a loss on impairment of assets. In accordance with SFAS No. 144, the results of discontinued operations are reported as a separate component of income before extraordinary items on the consolidated statements of operations. Discontinued operations include the results of operations and any gain or loss recognized for Local Partnerships that have been disposed of or are held for sale. A gain or loss recognized on the disposal is disclosed in the notes to the financial statements. Adjustments to amounts previously reported in operations that are directly related to the disposal of a Local Partnership are reclassified in the current period as discontinued operations for comparability purposes. Assets and liabilities of a Local Partnership that are classified as held for sale are presented separately in the asset and liability sections, respectively, of the consolidated balance sheets. 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. Such assets would be classified as property and equipment-held for sale and are not depreciated. Property and equipment that are held for sale are included in discontinued operations. There are three assets classified as property and equipment-held for sale as of March 31, 2006 (see Note 11). d) Revenue Recognition Rental income is earned primarily under standard residential operating leases and is typically due the first day of each month, but can vary by property due to the terms of the tenant leases. Rental income is recognized when earned and as rents become due and charged to tenants' accounts receivable if not received by the due date. Rental payments received in advance of the due date are deferred until earned. Rental subsidies are recognized as rental income during the month in which it is earned. Other revenues are recorded when earned and consist of the following items: Interest income earned on cash and cash equivalent balances and cash held in escrow balances, income from forfeited security deposits, late charges, laundry and vending income, and other rental related miscellaneous items. Other revenues from operations include the following amounts at both the Partnership and Local Partnership level:

~~March~~Years ~~31,~~Ended ~~2005~~ March 31, ~~2004~~ ------------------------------------ 2006 2005* 2004* ---------- ---------- ---------- ~~Carrying~~Interest ~~Fair~~$ ~~Carrying~~175,251 ~~Fair~~$ ~~Amount~~98,412 ~~Value~~$ ~~Amount~~97,501 ~~Value~~Other ~~-------------~~699,595 917,709 589,488 ------------ ----------~~---~~ ----------~~---~~ ~~Due~~Total toother ~~Local~~revenue ~~General~~$ ~~Partners~~874,846 ~~and affiliates for which it is: Not practicable to estimate fair value~~ $ 121,~~589~~016,~~346~~121 ~~(*)~~ $ 11686,~~682,238~~989 ~~(*)~~========== ========== ==========

* Reclassified for comparative purposes. 124 LIBERTY TAX CREDIT PLUS III L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2006 Other revenues from discontinued operations include the following amounts at both the Partnership and Local Partnership level:

~~March~~Years ~~31,~~Ended ~~2005~~ March 31, ~~2004~~ ------------------------------ 2006 2005* 2004* -------- -------- --------~~-----~~ ~~Carrying~~Interest ~~Fair~~$ ~~Carrying~~53,331 ~~Fair~~$ ~~Amount~~99,950 ~~Value~~$ ~~Amount~~94,842 ~~Value~~Other ~~-------------~~220,621 623,460 455,977 --------~~----~~ --------~~-----~~ --------~~-----~~ ~~Due~~Total toother ~~Local~~revenue ~~General Partners and affiliates for which it is: Not practicable to estimate fair value~~ $273,952 25$723,~~700~~410 ~~(*)~~ $550,819 0======== ~~(*)~~======== ========

* Reclassified for comparative purposes. e) Income Taxes The Partnership is not required to provide for, or pay, any federal income taxes. Net income or loss generated by the Partnership is passed through to the partners and is required to be reported by them. The Partnership may be subject to state and local taxes in jurisdictions in which it operates. For income tax purposes, the Partnership has a fiscal year ending December 31 (see 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. 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. h) New Accounting Pronouncements In June 2005, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards No. 154, Accounting Changes and Error Corrections ("FAS 154"). FAS 154 replaces Accounting Principles Board Opinion No. 20, Accounting Changes, and Statement of Financial Accounting Standards No. 3, Reporting Accounting Changes in Interim Financial Statements. FAS 154 requires that a voluntary change in accounting principle be applied retrospectively with all prior period financial statements presented on the new accounting principle. FAS 154 also requires that a change in method of depreciating or amortizing a long-lived nonfinancial asset be accounted for prospectively as a change in estimate, and correction of errors in previously issued financial statements should be termed a restatement. FAS 154 is effective for accounting changes and correction of errors made in fiscal years beginning after December 15, 2005. The Partnership does not expect the adoption of FAS 154 to have a material impact on the Partnership's consolidated financial statements. In June 2005, the FASB issued Emerging Issues Task Force No. 04-5, Determining Whether a General Partner, or the General Partners as a Group, Controls a Limited Partnership or Similar Entity When the Limited Partners Have Certain Rights ("EITF No. 04-5"). EITF No. 04-5 replaces counterpart requirements in Statement of Position 78-9, which provides guidance on accounting for investments in real estate ventures and limited partners. Under EITF No. 04-5, the general partner's control would be overcome if the limited partners have either (i) "kick-out rights" - the right to dissolve or liquidate the partnership or otherwise remove the general partner "without cause" or (ii) "participating rights" - the right to effectively participate in significant decisions made in the ordinary course of the partnership's business. The kick-out rights and the participating rights must be substantive in order to overcome the general partner's control. EITF No. 04-5 is now effective. Since the Partnership's financial statements are presented on a consolidated basis, the adoption of EITF No. 05-4 has not had a material effect on the consolidated financial statements. 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 and Cash Held in Escrow ------------------------------------------------- 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. 125 LIBERTY TAX CREDIT PLUS III L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2006 The estimated fair values of the Partnership's mortgage note payable from operations are as follows:

March 31, ~~Estimated~~2006 March 31, 2005 --------------------------- ~~Useful Lives 2005 2004 (Years)~~ ------------ ------------ -~~-------------~~ ~~Land~~Carrying $Fair ~~11,562,462~~Carrying $Fair ~~12,155,359~~Amount -Value ~~Buildings~~Amount ~~and~~Value ~~improvements 248,257,564 267,056,970 15 to 40 years Other 7,957,724 7,941,965 5 to 10 years~~ ------------ ------------ ~~267,777,750 287,154,294 Less: Accumulated depreciation (121,873,369) (123,219,520)~~ ------------ ------------ Mortgage notes payable for which it is: Practicable to estimate fair value $~~145~~34,~~904~~886,~~381~~994 $~~163~~ 35,~~934~~678,~~774~~879 ~~============~~$73,920,908 ~~============~~$76,481,343 Not practicable $80,243,090 (*) $86,023,460 (*)

The estimated fair values of the Partnership's mortgage notes payable from discontinued operations are as follows:

March 31, ~~Estimated~~2006 March 31, 2005 --------------------------- ~~Useful Lives 2005 2004 (Years)~~ ------------ ------------ -~~-------------~~ ~~Land~~Carrying $Fair ~~417,822~~Carrying $Fair 0Amount -Value ~~Buildings~~Amount ~~and~~Value ~~improvements 11,649,849 0 15 to 40 years Other 158,053 0 5 to 10 years~~ ------------ ------------ ~~12,225,724 0 Less: Accumulated depreciation (7,320,799) 0~~ ------------ ------------ Mortgage notes payable for which it is: Practicable to estimate fair value $14,508,056 $ 16,301,036 $ 4,~~904~~535,~~925~~363 $ 04,535,363 ~~============~~Not ~~============~~practicable $ 7,850,121 (*) $ 2,381,985 (*)

(*) Management believes it is not practicable to estimate the fair value of the mortgage notes payable because mortgage programs with similar characteristics are not currently available to the Local Partnerships. Due to Local General Partners and Affiliates -------------------------------------------- The estimated fair value of the Partnership's due to the general partners of the Local Partnerships (the "Local General Partners") and affiliates from operations are as follows:

March 31, 2006 March 31, 2005 --------------------------- ~~2005 2004~~ ----------- -------------- ~~Purchase~~Carrying ~~price~~Fair payments*Carrying $Fair ~~130,081~~Amount $Value ~~159,597~~Amount ~~Real~~Value ~~estate~~----------- ~~taxes,~~------------ ~~insurance and other 5,355,973 5,511,779 Reserve for replacements 5,400,499 6,326,495 Tenants' security deposits 1,338,817 1,260,389~~ ----------- ----------- Due to Local General Partners and affiliates for which it is: Not practicable to estimate fair value $1210,~~225~~502,~~370~~870 (*) $1312,~~258~~589,~~260~~346 ~~=========== ===========~~(*)

The estimated fair value of the Partnership's due to the Local General Partners and affiliates from discontinued operations are as follows:

March 31, 2006 March 31, 2005 -------------------------- ~~2005 2004~~ ---------- --------------- ~~Real~~Carrying ~~estate~~Fair ~~taxes,~~Carrying ~~insurance,~~Fair ~~and~~Amount ~~other~~Value $Amount ~~276,558~~Value $----------- 0------------ ~~Reserve for replacements 777,133 0 Tenants security deposits 127,035 0~~ ----------- ----------- Due to Local General Partners and affiliates for which it is: Not practicable to estimate fair value $1 323,~~180,726~~876 (*) $ 025,700 ~~========== ==========~~(*)

(*) Management believes it is not practicable to estimate the fair value of due to Local General Partners and affiliates, because market information on such unique loans are not currently available to the Local Partnership. The carrying amount of other financial instruments that require such disclosure approximates fair value. 126 LIBERTY TAX CREDIT PLUS III L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2006 NOTE 4 - Property and Equipment The components of property and equipment from operations are as follows:

March 31, ----------------------------- ~~2005~~Estimated ~~2004~~Useful ~~Period~~Lives 2006 2005 (Years) ------------- ------------- -------------- ~~Financing~~Land ~~expenses~~ $ 48,~~769~~573,~~175~~478 $ 411,~~843~~562,~~204~~462 *- Buildings and improvements 186,616,092 248,257,564 15 to 40 years Other 5,477,671 7,957,724 5 to 10 years ------------- ------------- 200,667,241 267,777,750 Less: Accumulated ~~amortization~~depreciation (296,~~240~~212,~~511~~530) (2121,~~172~~873,~~729~~369) ------------- ------------- $ 2104,~~528~~454,~~664~~711 $ 2145,~~670~~904,~~475~~381 ============= =============

The initial cost to the Partnership, as shown in Schedule III in Item 15, includes $8,346,089 of acquisition fees paid to the general partners and $2,908,694 of acquisition expenses as of March 31, 2006 and 2005. In addition, as of March 31, 2006 and 2005, buildings and improvements include $14,677,111 of capitalized interest. Depreciation expense for the years ended March 31, 2006, 2005 and 2004 amounted to $6,600,719, $6,629,197 and $6,584,548, respectively. In connection with the rehabilitation of the Properties, the Subsidiary Partnerships have incurred developers' fees of $25,440,729 as of both March 31, 2006 and 2005 to the Local General Partner and affiliates. Such fees have been included in the cost of property and equipment. During the 2005 and 2004 Fiscal Years, there was a decrease in accumulated depreciation in the amount of $23,067,125 and $3,694,411, respectively, and $23,065,236 and $3,653,307 of these write-offs are related to the discontinued assets. The components of property and equipment held for sale from discontinued operations are as follows:

~~Fiscal~~March ~~Year~~31, ~~Ending~~----------------------------- ~~Amount~~Estimated Useful Lives 2006 2005 (Years) ------------- ------------- -------------- ~~2005~~Land $ 121,~~083~~712,~~526~~770 ~~2006~~$ 6417,~~900,980~~822 ~~2007~~- 3Buildings and improvements 36,~~827~~646,~~021~~001 ~~2008 4~~11,~~244~~649,~~745~~849 ~~2009~~15 to 40 years Other 906,979 158,053 5 to 10 years ------------- ------------- 39,~~000~~265,~~610~~750 ~~2010~~12,225,724 ~~127~~Less: Accumulated depreciation (18,~~887~~691,~~486~~076) (7,320,799) ------------- ~~Thereafter~~------------- $~~159~~ 20,~~944~~574,~~368~~674 $ 4,904,925 ============= =============

Depreciation expense for the discontinued property and equipment for the years ended March 31, 2006, 2005 and 2004 amounted to $2,175,843, $3,039,859 and $3,435,984, respectively. Impairment of Fixed Assets -------------------------- Lancashire Towers Associates Limited Partnership ("Lancashire") --------------------------------------------------------------- On December 29, 2004, the Partnership entered into an agreement for the sale of its limited partnership interest in Lancashire to an affiliate of the Local General Partner for a purchase price of $800,000. At this time, in accordance with SFAS No. 144 the Partnership deemed the building impaired and wrote it down to its fair value which resulted in a loss on impairment of $1,700,000. On May 2, 2005, Lancashire was sold. 127 LIBERTY TAX CREDIT PLUS III L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2006 NOTE 5 - Cash Held in Escrow The components of cash held in escrow from operations are as follows:

~~Fiscal~~March ~~Year~~31, ~~Ending Amount~~ ------------------------- 2006 2005 ----------- ----------- ~~2005~~Purchase price payments* $ ~~192~~58,~~640~~081 ~~2006~~$ ~~210~~130,~~212~~081 ~~2007~~Real ~~227~~estate taxes,~~327~~ ~~2008~~insurance ~~244,668~~and ~~2009~~other ~~263~~2,~~356~~835,989 ~~Thereafter~~5,355,973 Reserve for replacements 2,873,810 5,~~779~~400,~~145~~499 Tenants' security deposits 1,000,612 1,338,817 ----------- ----------- $ 6,~~917~~768,~~348~~492 $12,225,370 =========== ===========

The discontinued assets cash held in escrow consists of the following:

~~Years Ended~~ March 31, -------------------------~~-----------~~ 2006 2005 2004* 2003* ---------- -~~---------~~ ----------- ~~Partnership~~Real ~~management~~estate ~~fees (i) $1~~taxes,~~235,500~~ $1insurance,~~345,196~~ ~~$1,429,500~~and ~~Expense~~other ~~reimbursement~~$ ~~(ii) 327~~1,~~712 290~~397,~~714~~038 ~~272,714~~$ ~~Local administrative fee (iv) 85~~276,~~500~~558 ~~88,721~~Reserve ~~87,704~~for ~~----------~~replacements ~~---------- ---------- Total general and administrative - General Partners 1~~566,~~648,712~~818 1777,~~724,631~~133 ~~1,789,918~~Tenants ~~----------~~security ~~----------~~deposits ~~---------- Property management fees incurred to affiliates of the Local General Partners (iii) 1~~356,~~523,763~~691 1127,~~496,968~~035 ~~1,423,183~~ ---------- -~~---------~~ ---------- ~~Total general and administrative~~ - ~~related parties~~ $~~3,172,475~~ $32,~~221~~320,~~599~~547 $3 1,~~213~~180,~~101~~726 ========== =~~=========~~ ===========

*Represents amounts to be paid to seller upon meeting specified rental achievement criteria. NOTE 6 - Deferred Costs The components of deferred costs and their periods of amortization from operations are as follows:

~~Years Ended~~ March 31, --------------------------~~----~~ 2006 2005 ~~2004~~Period ~~2003~~ -------- ---~~-----~~ -------- ~~Local administrative fee (iv) $ 12,500 $ 61,898 $111,296~~ ---~~-----~~ -------- ---~~-----~~ ~~Total~~Financing ~~general~~expenses ~~and~~$ ~~administrative-General~~3,603,367 ~~Partners~~$ 124,~~500 61~~769,~~898~~175 ~~111,296~~* ~~--------~~Less: ~~--------~~Accumulated ~~--------~~amortization ~~Property management fees incurred to affiliates of the Local General Partners~~ (~~iii~~1,697,096) ~~245~~(2,~~206 308~~240,~~953~~511) ~~358,738~~ -------- --- ----- -------- ~~Total general and administrative-related parties~~ $~~257,706~~ ~~$370~~1,~~851~~906,271 $~~470~~ 2,~~034~~528,664 ======== === ===== ========

* Over the life of the related mortgages. Amortization of deferred costs from operations for the years ended March 31, 2006, 2005 and 2004 amounted to $126,526, $143,648 and $124,117, respectively. During the years ended March 31, 2005 and 2004, there were net decreases in accumulated amortization of $546,635 and $103,629, respectively, due to write-offs and reclasses into discontinued operations as included in the summary in the table below. The components of deferred costs and their periods of amortization from discontinued operations are as follows:

March 31, --------------------------~~---~~ 2006 2005 ~~2004~~Period ------------ ----------- ----------- ~~Operating~~Financing ~~deficit~~expenses ~~advances~~ $ 2503,~~133,675~~092 $ ~~2,149,580 Development fees 385,821 385,821 Operating advances 5,625,641 5,116,978 Due to contractor 46,289 46,289 General Partner distributions~~ 0 ~~14,684~~* ~~Developer~~Less: ~~loans~~Accumulated ~~and~~amortization ~~accrued interest~~ (~~i) 1~~402,~~335,500 1,327,019 Land note payable (ii~~399) ~~1,505,106~~0 ~~1,445,106 Management and other operating fees 1,557,314 1,196,761~~ ------------ ------------ $ 12100,~~589,346~~693 $ ~~11,682,238~~0 ============ ============

* Over the life of the related mortgages. Amortization of deferred costs from operations for the years ended March 31, 2006, 2005 and 2004 amounted to $279,090, $27,763 and $34,727, respectively. 128 LIBERTY TAX CREDIT PLUS III L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2006 NOTE 7 - Mortgage Notes Payable The mortgage notes from operations, which are collateralized by land and buildings, are payable in aggregate monthly installments of approximately $604,000, including principal and interest at rates varying from 0% to 11.38% per annum, through the year 2044. Each Subsidiary Partnership's mortgage note payable is without further recourse and is collateralized by the land and buildings of the respective Subsidiary Partnership and the assignment of such Subsidiary Partnership's rent and leases. Annual principal payment requirements of the subsidiary partnerships for each of the next five years and thereafter are as follows:

~~March~~December 31, ~~-----------------------------~~Amount ~~2005 2004~~ ------------ -----~~-------~~ ~~General Partner distributions $ 20,000 $ 0 Management and other operating fee 5,700 0~~ ------------ ~~------------~~2006 $ 258,~~700 $ 0 ============ ============ (i) Developer loans consist of the following: March 31~~265,256 ~~------------------------------~~2007 ~~2005 2004 ------------ ------------ Jefferson Limited Partnership - ------------------------------- This loan is unsecured~~2, ~~bears interest at an annually adjusted rate (1.52% at December 31~~379,126 ~~2004~~2008 ~~and~~ 2~~.78% at December 31~~, ~~2003) and has no predetermined due date. $ 100~~543,~~000~~532 $2009 ~~100~~3,~~000 This note is unsecured~~660,088 ~~bears~~2010 ~~interest at 9.25% per annum and is due in the event of sale or refinancing of the property. 75~~2,~~000 75~~777,~~000~~094 ~~Accrued~~Thereafter ~~interest on developer loans 174~~95,~~716 166~~504,~~235~~988 ~~Citrus Meadows Apartments, Ltd.~~ - -----------~~----------------------~~ ~~This loan bears no interest and can only be repaid with the proceeds from a sale or refinancing. 985,784 985,784 ------------ ------------~~ $ 1115,~~335~~130,~~500~~084 ~~$ 1,327,019~~ ============ ~~============ Interest expense incurred on developer loans amounted to $8,458, $9,718 and $11,918 for the years ended March 31, 2005, 2004 and 2003, respectively.~~

The mortgage agreements require monthly deposits to replacement reserves of approximately $84,000 and monthly deposits to escrow accounts for real estate taxes, hazard and mortgage insurance and other (Note 5). Accrued interest payable at March 31, 2006 and 2005 was approximately $17,923,000 and $17,806,060, respectively. Interest accrues on all mortgage loans, which include primary and secondary loans. Certain secondary loans have provisions such that interest is accrued but not payable until a future date. The Partnership anticipates the payment of accrued interest on the secondary loans (which make up the majority of the accrued interest payable amount and which have been accumulating since the Partnership's investment in the respective Local Partnership) will be made from future refinancings or sales proceeds of the respective Local Partnerships. L.I.H Chestnut Associates, L.P. ("Chestnut") -------------------------------------------- Chestnut's Mortgage Agreement contains various covenants pertaining to payment of monthly loan installments and maintenance of reserve funds. At December 31, 2005 and 2004, Chestnut was in violation of such covenants. As of February 10, 2006, Pennsylvania Housing Finance Agency ("PHFA") has not waived the reserve funds requirements, and accordingly, Chestnut is currently in default. Under the terms of the Mortgage Agreement, if any event of default, as defined, occurs, and is continuing, other rights may be enforced on behalf of the lenders, inclusive of possession of the Property. Accordingly, the entire balance of the mortgage note has been classified as a current liability as of December 31, 2005. Las Camelias Limited Partnership ("Las Camelias") ------------------------------------------------- On December 30, 2005, Las Camelias obtained a second mortgage loan in the amount of $950,000. The new mortgage matures on January 1, 2007 and bears interest at the rate of 7.25% per annum. Financing costs of approximately $60,000 were incurred. The second mortgage resulted in a distribution from Las Camelias to the Partnership of approximately $875,000. On January 4, 2006, Las Camelias was sold (see Note 10 for sales of properties). The following table summarizes the Partnership's commitments from discontinued operations as of March 31, 2006 to make future payments under its debt agreements and other contractual obligations. The mortgage notes from discontinued operations, which are collateralized by land and buildings, are payable in aggregate monthly installments of approximately $120,000, including principal and interest at rates varying from 1% to 11.5% per annum, through the year 2040. Each Subsidiary Partnership's mortgage note payable is without further recourse and is collateralized by the land and buildings of the respective Subsidiary Partnership and the assignment of such Subsidiary Partnership's rent and leases. 129 LIBERTY TAX CREDIT PLUS III L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2006 Annual principal payment requirements of the subsidiary partnerships for each of the next five years and thereafter for the discontinuing liabilities are as follows:

~~March~~December 31, Amount ----------------- ------------- ~~2005~~2006 ~~2004~~$ ~~------------~~3,676,596 ~~------------~~2007 ~~Citrus~~836,475 ~~Meadows~~2008 ~~Apartments~~857,771 ~~Ltd.~~2009 -877,248 2010 893,513 Thereafter 15,216,574 ------------~~----------------------~~ ~~The land for this Subsidiary Partnership was purchased from the Local General Partner for a~~ $~~600,000~~ ~~note which accrues interest at 10% per annum. The principal balance~~22, ~~together with the accrued interest~~358,177 ~~is payable upon the sale of the property or in August 2037, whichever event occurs first. $ 1,505,106 $ 1,445,106~~ ============ ~~============~~

The mortgage agreements require monthly deposits to replacement reserves of approximately $6,000 and monthly deposits to escrow accounts for real estate taxes, hazard and mortgage insurance and other (Note 5). Accrued interest payable for the discontinued liabilities at March 31, 2006 and 2005 was $767,000 and $0, respectively. Interest accrues on all mortgage loans, which include primary and secondary loans. Certain secondary loans have provisions such that interest is accrued but not payable until a future date. The Partnership anticipates the payment of accrued interest on the secondary loans (which make up the majority of the accrued interest payable amount and which have been accumulating since the Partnership's investment in the respective Local Partnership) will be made from future refinancings or sales proceeds of the respective Local Partnerships. NOTE 8 - Related Party Transactions As of March 31, 2006, Liberty Associates IV L.P. ("Liberty Associates"), an affiliate of the General Partners, has a 1% and .998% interest as a special limited partner in 42 and one of the Local Partnerships, respectively (see Note 12a with respect to River Place). The General Partners and their affiliates and the Local General Partners and their affiliates perform services for the Partnership and the Local Partnerships, respectively. The costs incurred for the years ended March 31, 2006, 2005 and 2004 are as follows: A) Guarantees In November 2002, FASB Interpretation No. 45, "Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others" ("FASB Interpretation No. 45"), was issued. The accounting recognition provisions of FASB Interpretation No. 45 were effective January 1, 2003 on a prospective basis. They require that a guarantor recognize, at the inception of a guarantee, a liability for the fair value of the obligation undertaken in issuing or modifying any guarantee after December 31, 2002. Under prior accounting principles, a guarantee would not have been recognized as a liability until a loss was probable and reasonably estimated. At March 31, 2006, the Partnership has not issued or modified any existing guarantees and has determined that the adoption of the accounting recognition provision of FASB Interpretation No. 45 would not have an impact on the Partnership's future financial position or results of operations. The Partnership negotiated operating deficit guarantee agreements with all Local Partnerships in which the general partners of the Local Partnerships ("Local General Partners") agreed to fund operating deficits for a specified period of time. The terms of the operating deficit guarantee agreements vary for each Local Partnership, with the maximum dollar amounts to be funded for a specified period of time, generally three years, commencing at stabilization. The gross amount of the operating deficit guarantees aggregated approximately $18,700,000 of which all have expired as of March 31, 2006. The operating deficit guarantee agreements were negotiated to protect the Partnership's interest in the Local Partnerships and to provide incentive to the Local General Partners to generate positive cash flow. 130 LIBERTY TAX CREDIT PLUS III L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2006 B) Related Party Fees The costs incurred to related parties for the years ended March 31, 2006, 2005 and 2004 were as follows: Related Party Fees - continuing operations

Years Ended ~~December~~March 31, ------------------------------------~~---------~~ ~~2004~~2006 ~~2003~~2005* ~~2002~~2004* ------------ ----------~~---~~ ------------ ~~Financial~~Partnership ~~statement~~management ~~net~~fees ~~loss~~(i) $~~(12~~1,~~864~~231,~~771)~~750 $ ~~(22~~1,~~972)~~235,500 $~~(17~~1,~~543~~345,~~741)~~196 ~~Difference~~Expense ~~resulting~~reimbursement ~~from~~(ii) ~~parent~~506,765 ~~company~~327,712 ~~having~~290,714 aLocal ~~different~~administrative ~~fiscal~~fee ~~year~~(iv) ~~for income tax and financial reporting purposes 44~~54,~~931~~000 ~~(95~~59,~~895)~~000 4254,~~234~~721 ~~Difference~~---------- ~~between~~---------- ~~depreciation~~---------- ~~and~~Total ~~amortization~~general ~~expense recorded for financial statement~~ and ~~income~~administrative ~~tax~~- ~~reporting~~General ~~purposes~~Partners (1,~~611~~792,~~877)~~515 (1,~~978~~622,~~505)~~212 (21,~~195~~690,~~237)~~631 ~~Difference~~---------- ~~between~~---------- ~~gain~~---------- onProperty ~~sale~~management offees ~~properties~~incurred ~~recorded~~to ~~for~~affiliates ~~financial~~of ~~statement~~the ~~and~~Local ~~income~~General ~~tax~~Partners ~~reporting purposes 107,656~~ (~~6,013,468~~iii) ~~0 Loss on impairment recorded for financial statement not deducted for tax purposes~~ 1,~~700~~084,~~000~~007 ~~0 2,153,880 Tax-exempt interest income (4,236) (~~1,~~265) 0 Other 506~~047,~~533~~147 ~~757~~988,~~779~~051 ~~1,379,578~~ ------------ ----------~~---~~ ------------ ~~Taxable~~Total ~~net~~general ~~loss~~and asadministrative ~~shown~~- onrelated ~~the~~parties ~~Partnership's income tax return~~ $~~(12~~2,~~121~~876,~~764)~~522 $ (72,~~354~~669,~~326)~~359 $~~(16~~2,~~163~~678,~~286)~~682 ============ ==========~~===~~ ============

Related Party Fees - discontinued operations

~~Year~~Years Ended ~~December~~March 31, ------------------------------------ 2006 2005* 2004* ---------- ---------- ---------- Local administrative fee (iv) $ ~~146~~35,~~139~~250 ~~2006~~$ ~~152~~39,~~133~~000 ~~2007~~$ ~~158~~95,~~370~~898 ~~2008~~---------- ~~164~~---------- ---------- Total general and administrative-General Partners 35,~~863~~250 ~~2009~~39,000 ~~171~~95,~~458~~898 ~~2010~~---------- ~~and~~---------- ~~thereafter~~---------- ~~364~~Property management fees incurred to affiliates of the Local General Partners (iii) 502,~~910~~601 721,822 817,870 ---------- ---------- ---------- Total general and administrative-related parties $ 1537,~~157~~851 $ 760,~~873~~822 $ 913,768 ========== ========== ==========

* Reclassified for comparative purposes. (i) The General Partners are entitled to receive a partnership management fee after payment of all Partnership expenses, which, together with the local annual administrative fees, will not exceed a maximum of 0.5% per annum of invested assets (as defined in the Partnership's Amended and Restated Agreement of Limited Partnership ("Partnership Agreement")), for administering the affairs of the Partnership. The partnership management fee, subject to the foregoing limitation, will be determined by the General Partners in their sole discretion based upon their review of the Partnership's investments. Unpaid partnership management fees for any year will be accrued without interest and will be payable only to the extent of available funds after the Partnership has made the distributions to the BACs holders of sale or refinancing proceeds equal to their original capital contributions plus a 10% priority return thereon (to the extent not theretofore paid out of cash flow). Partnership management fees owed to the General Partners amounting to approximately $11,822,000 and $11,045,000 were accrued and unpaid at March 31, 2006 and 2005. Without the General Partners' continued accrual without payment of these fees and expense reimbursements, the Partnership will not be in a position to meet its obligations. The General Partners have allowed for the accrual without payment of these amounts but are under no obligation to continue to do so. (ii) 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 General Partners performs asset monitoring for the Partnership. These services include site visits and evaluations of the Subsidiary Partnerships' performance. (iii) The Subsidiary Partnerships incurred property management fees amounting to $2,158,738, $2,333,822 and $2,366,865 for the years ended March 31, 2006, 2005 and 2004, respectively. Of these fees, $1,586,608, $1,768,969 and $1,805,921, respectively, was incurred by affiliates of the Local General Partners, which includes $502,601, $721,822 and $817,870 of fees relating to discontinued operations. (iv) Liberty Associates IV, LP ("Liberty Associates"), a special limited partner of the Subsidiary Partnerships, is entitled to receive a local administrative fee of up to $2,500 per year from each Subsidiary Partnership. Liberty Associates received cash distributions from the Local Partnerships of, approximately, $12,000, $6,000 and $10,000 during the years ended March 31, 2006, 2005 and 2004, respectively. 131 LIBERTY TAX CREDIT PLUS III L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2006 Pursuant to the Partnership Agreement and the limited partnership agreements for the Local Partnerships, (the "Local Partnership Agreements"), the General Partners and Liberty Associates received their allocable pro rata share of profits, losses and tax credits from the Partnership and the Local Partnerships, respectively. As of March 31, 2006 and 2005, the Partnership is owed approximately $2,434,000 and $1,892,000, respectively, from the Local Partnerships for operating advances. These advances are non-interest bearing and have no set repayment terms. The Partnership has advanced these monies to five Local Partnerships to fund their operations. C) Due to Local General Partners and Affiliates Due to Local General Partners and affiliates at March 31, 2006 and 2005 consists of the following:

March 31, ~~March 31, 2005 2004~~ ----------- ----------- ~~Assets Property and equipment~~ ------ ~~less~~2006 ~~accumulated~~2005 ~~depreciation of $7,320,799 and $0, respectively $ 4,904,925 $ 0 Cash and cash equivalents 640,686 0 Cash held in escrow 1,180,726 0 Other assets 103,861 0~~ ------------ ------------ ~~Total~~Operating ~~assets~~deficit advances $ 6893,~~830,198~~366 $ 02,133,675 ~~===========~~Development ~~===========~~fees ~~Liabilities~~385,821 ~~Mortgage~~385,821 ~~notes~~Operating ~~payable~~advances $5,830,653 65,~~917~~625,~~348~~641 $Due 0to ~~Accounts~~contractor ~~payable~~46,289 ~~and other liabilities 285~~46,~~741~~289 0Developer ~~Due~~loans toand ~~local~~accrued ~~general~~interest ~~partners~~(i) ~~and~~1,344,418 ~~affiliates 25~~1,~~700~~335,500 0Land ~~Due~~note topayable ~~general~~(ii) ~~partners~~1,565,106 ~~and~~1,505,106 ~~affiliates~~Management ~~2,500~~and 0other ~~Minority~~operating ~~interest~~fees ~~(753~~437,~~139)~~217 01,557,314 ------------ ------------ ~~Total liabilities~~ $ 610,~~478~~502,~~150~~870 $ 012,589,346 ============ ============

Due to Local General Partners and affiliates at March 31, 2005 and 2004 included in the discontinued liabilities consists of the following:

~~Years Ended~~ March 31, ----------------------------~~-------------------~~ 2006 2005 ~~2004 2003~~ ------------ ------------ ~~------------~~Operating ~~Revenues~~deficit ~~Rental~~advances ~~income~~ $ 3344,~~139,484~~929 $ ~~4,289,373~~0 $Operating ~~5,152,617~~advances ~~Other 431~~74,~~231~~932 ~~228,135 376,983 Gain on sale of properties 2,124,097 13,942,678~~ 0 ~~------------ ------------ ------------ Total revenue 5,694,812 18,460,186 5,529,600 ------------ ------------ ------------ Expenses~~ General ~~and~~Partner ~~administrative~~distributions ~~417~~20,~~072~~000 ~~674~~20,~~310~~000 ~~879,742~~Management ~~General~~ and ~~administrative-related~~other ~~parties~~operating ~~(Note~~fee 8) 257,706 370,851 470,034 Repairs and maintenance 401,161 612,903 566,633 Operating 699,030 829,937 871,604 Taxes 325,181 428,872 456,884 Insurance 112,540 159,304 151,816 Interest 276,540 1,041,275 1,583,616 Depreciation and amortization 648,700 1,048,803 1,517,939 Loss on impairment of fixed assets 1,700,000 0 0 ------------ ------------ ------------ Total expenses 4,837,930 5,166,255 6,498,268 ------------ ------------ ------------ Income (~~loss) before minority interest 856~~115,~~882 13,293,931 (968,668~~985) ~~Minority interest in loss of subsidiaries from discontinued operations 45~~5,~~719~~700 ~~(6,641) 401~~ ------------ ------------ ~~------------ Total income (loss) from discontinued operations (including gain on sale of properties)~~ $ ~~902~~323,~~601~~876 $ 1325,~~287,290~~700 ~~$ (968,267)~~ ============ ============ ============ Income (loss) - limited partners from discontinued operations (including gain on sale of properties) $ 893,575 $ 13,154,417 $ (958,584) ============ ============ ============ Number of BACs outstanding 139,101.5 139,101.5 139,101.5 ============ ============ ============ Income (loss) discontinued operations (including gain on sale of properties) per BAC $ 6.42 $ 94.57 $ (6.89) ============ ============ ============

(i) Developer loans consist of the following:

~~Quarter~~March ~~Ended~~31, ----------------------------~~--------------------------------~~ ~~June~~2006 ~~30, September 30, December 31, March 31, 2004 2004 2004~~ 2005 ------------ ------------ ~~------------~~Jefferson ~~------------~~Limited ~~Revenues~~Partnership ~~$ 7,703,577 $ 7,741,565 $ 7,768,205 $ 8,043,482 Operating expenses (10,908,362) (11,332,950) (11,244,042) (11,827,523)~~ -~~-----------~~ ------------ ------------ -----~~-------~~ ~~Loss~~This ~~from~~loan ~~operations~~is ~~before minority interest (3~~unsecured,~~204,785)~~ ~~(3,591,385)~~bears ~~(3,475,837) (3,784,041) Minority~~ interest inat ~~loss~~an ofannually ~~subsidiary~~adjusted ~~partnerships~~rate ~~from~~(1.98% ~~operations~~at ~~61,880~~December 7731,~~904~~ ~~66,507~~2005 ~~82,385 (Loss) income from discontinued operations (including gain (loss) of properties~~ and ~~minority~~1.52% ~~interest)~~at ~~(12,601)~~December ~~224~~31,~~101~~ ~~2,284,230 (1,593,129~~2004) ~~------------~~and ~~------------~~has ~~------------~~no ~~------------~~predetermined ~~Net~~due ~~loss~~date $ (3100,~~155,506)~~000 $ ~~(3,289,380) $ (1,125,~~100~~) $ (5~~,~~294,785)~~000 ~~============~~This ~~============~~note ~~============~~is ~~============ Net loss limited partnership $ (3~~unsecured,~~123,951)~~ $bears ~~(3,256,486)~~interest $at ~~(1,113,849) $ (3,565,445) ============ ============ ============ ============ Net loss per BAC from operations $ (22~~9.~~37) $ (~~25~~.00)~~% ~~$ (24.26) $ (26.35) Net (loss) income~~ per ~~BAC~~annum ~~from~~and ~~discontinued~~is ~~operations~~due ~~(0.09)~~in ~~1.59~~the ~~16.26~~event ~~(11.34)~~of ~~------------~~sale ~~------------~~or ~~------------~~refinancing ~~------------~~of ~~Net~~the ~~loss~~property ~~per BAC $ (22.46) $ (23.41) $ (8.00) $ (37.69) ============ ============ ============ ============ Quarter Ended ------------------------------------------------------------ June 30~~75,000 ~~September 30~~75,000 ~~December~~Accrued ~~31,~~interest ~~March~~on ~~31,~~developer 2003*loans ~~2003* 2003* 2004* ------------ ------------ ------------ ------------ Revenues $ 7~~183,~~848,980~~634 ~~$ 7~~174,~~730,723~~716 $Citrus ~~7,984,852~~Meadows ~~$ 7~~Apartments,~~580,515~~ ~~Operating~~Ltd. ~~expenses (11,204,983) (11,562,775) (11,032,213) (10,934,966)~~ -~~-----------~~ ------------ ------------ -------~~-----~~ ~~Loss~~This ~~from~~loan ~~operations~~bears ~~before~~no ~~minority~~ interest ~~(3,356,003)~~and ~~(3,832,052)~~can ~~(3,047,361)~~only ~~(3,354,451)~~be ~~Minority~~repaid ~~interest~~with inthe ~~loss~~proceeds ~~of subsidiary partnerships~~ from ~~operations~~a ~~65,892~~sale ~~63,806~~or ~~48,376~~refinancing ~~101~~985,~~531~~784 ~~(Loss) income from discontinued 3~~985,~~624,652~~784 ~~operations (including gain (loss)of properties and minority interest) (206,373) 13,624,652 42,404 (173,393)~~ ------------ ------------ ~~------------ ------------ Net (loss) income~~ $ (31,~~496~~344,~~484)~~418 $ 91,~~856~~335,~~406~~500 ~~$ (2,956,580) $ (3,426,314)~~ ============ ============ ~~============~~Interest ~~============~~expense ~~Net~~incurred ~~(loss)~~on ~~income~~developer -loans ~~limited~~amounted ~~partnership~~to $ (38,~~461~~918,~~519)~~ $ 98,~~757,842~~458 $and ~~(2,927,014)~~ $ (39,~~392,051)~~718 ~~============~~for ~~============~~the ~~============~~years ~~============~~ended ~~Net~~March ~~loss~~31, ~~per~~2006, ~~BAC~~2005 ~~from~~and ~~operations~~2004, ~~$ (23~~respectively.42) $ (26.82) $ (21.34) $ (23.15) Net (loss) income per BAC from discontinued operations (1.47) 96.97 0.30 (1.23) ------------ ------------ ------------ ------------ Net (loss) income per BAC $ (24.89) $ 70.15 $ (21.04) $ (24.38) ============ ============ ============ ============

132 LIBERTY TAX CREDIT PLUS III L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2006 (ii) Land note payable consists of the following:

~~Name~~March ~~and~~31, ~~Address of Amount and Nature of Percentage Title of Class Beneficial Ownership Beneficial Ownership of Class~~ -------------- -------------- 2006 2005 ------------ ------------ Citrus Meadows Apartments, Ltd. - ------- ------------------------ ~~General~~The land for this Subsidiary Partnership ~~Related~~was ~~Credit~~purchased ~~Properties~~from ~~$1,000~~the ~~capital~~Local ~~contribution~~General -Partner ~~50%~~for ~~Interest~~a in$600,000 ~~the~~note ~~III~~which ~~L.P.~~accrues ~~directly~~interest ~~owned~~at ~~Partnership~~10% ~~625~~per ~~Madison~~annum. ~~Avenue~~The ~~New~~principal ~~York~~balance, NYtogether ~~10022~~with ~~General~~the ~~Partnership~~accrued ~~Liberty~~interest, GPis ~~III~~payable ~~Inc.~~upon ~~$1,000~~the ~~capital~~sale ~~contribution~~of -the ~~50%~~property ~~Interest~~or in ~~the~~August ~~625~~2037, ~~Madison~~whichever ~~Avenue~~event ~~directly~~occurs ~~owned~~first. ~~Partnership~~$ ~~New~~1,565,106 ~~York~~$ 1,505,106 NY============ ~~10022~~============

Interest expense incurred on land note payable amounted to $60,000 for each of the three years ended March 31, 2006, 2005 and 2004. The Partnership had negotiated operating deficit guaranty agreements with all Local Partnerships by which the Local General Partners had agreed to fund operating deficits for a specified period of time. The terms of the Operating Deficit Guaranty Agreements varied for each Local Partnership, with maximum dollar amounts to be funded for a specified period of time, generally three years, commencing on the break-even date. Amounts funded under the operating deficit guaranty agreements were treated as non-interest bearing loans, which will be paid only out of available cash flow or out of available net sale or refinancing proceeds. As of March 31, 2006, there was approximately $3,138,000 advanced under the Operating Deficit Guaranty Agreements of which approximately $1,900,000 has been repaid. Any amounts funded under such agreements would be reflected under "Due to local general partner and affiliates" on the Partnership's financial statements. As of March 31, 2006, all Operating Deficit Guaranty Agreements have expired. NOTE 9 - Taxable Net Loss A reconciliation of the financial statement net loss to the taxable net loss for the Partnership and its consolidated Subsidiaries follows:

~~Amount~~Years ~~and~~Ended ~~Nature~~December of31, ~~Name of Beneficial Owner (1) Beneficial Ownership Percent of Class~~ ------------------------ -------------------- 2005 2004 2003 ------------ ------------ ~~Lehigh~~------------ ~~Tax~~Financial ~~Credit~~statement ~~Partners,~~net ~~Inc.~~loss 13$ (6,~~127.66~~713,311) $(212,938,658) $ (397,359) ~~9.4%~~Difference J.resulting ~~Michael~~from ~~Fried~~parent ~~13,127.66~~company ~~(2)~~having ~~(3)~~a ~~(4)~~different ~~9.4%~~fiscal ~~Alan~~year P.for ~~Hirmes~~income 13tax and financial reporting purposes 569,~~127.66~~071 ~~(2)~~44,931 (395,895) ~~(4)~~Difference ~~9.4%~~between ~~Stuart~~depreciation J.and ~~Boesky~~amortization ~~13,127.66~~expense recorded for financial statement and income tax reporting purposes (21,132,354) (31,611,877) (41,978,505) ~~9.4%~~Difference ~~Mark~~between D.gain ~~Schnitzer~~on -sale -of ~~Denise~~properties L.recorded ~~Kiley~~for financial statement and income tax reporting purposes (a7,863,229) -107,656 -(6,013,468) ~~Glenn~~Loss F.on ~~Hopps~~impairment -recorded -for ~~Teresa~~financial ~~Wicelinski~~statement -not -deducted ~~All~~for ~~directors~~tax ~~and~~purposes ~~executive~~0 ~~officers 13~~1,~~127.66~~700,000 0 Tax-exempt interest income (216,574) (34,236) (41,265) ~~9.4%~~Other of977,883 ~~the~~580,420 ~~general~~832,166 ~~partner~~------------ of------------ ~~the~~------------ ~~Related~~Taxable ~~General~~net ~~Partner~~loss as ashown ~~group~~on the Partnership's income tax return $(~~seven~~14,178,514) ~~persons~~$(12,121,764) $ (7,354,326) ============ ============ ============

NOTE 10 - Sale of Properties The Partnership is currently in the process of disposing of its investments. It is anticipated that this process will take a number of years. During the year ended March 31, 2006, the Partnership sold its limited partnership interests in nine Local Partnerships, the property and related assets and liabilities of three Local Partnerships and transferred the deed to the property and related assets and liabilities at one Local Partnership. Through March 31, 2006, the Partnership has sold its limited partnership interest in fourteen Local 133 LIBERTY TAX CREDIT PLUS III L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2006 Partnerships, the property and the related assets and liabilities of four Local Partnerships and transferred the deed to the property and the related assets and liabilities at one Local Partnership. In addition, as of March 31, 2006, the Partnership has entered into contracts to sell three additional Local Partnerships (see Note 11). Subsequently, the Partnership sold a building in one of its Local Partnerships, the property and the related assets and liabilities of a Local Partnership and entered into a purchase and sale agreement to sell the property and the related assets and liabilities of one additional Local Partnership (see Note 16). There may be no assurance as to whether or when the Partnership will dispose of its remaining investments or the amount of proceeds which may be received. However, based on the historical operating results of the Local Partnerships and the current economic conditions, including changes in tax laws, it is unlikely that the proceeds from such sales received by the Partnership will be sufficient to return to the limited partners their original investment. On March 28, 2006, the general partner of Stop 22 Limited Partnership ("Stop 22") purchased the Partnership's remaining interest in Stop 22. The sale will result in a Local General Partner contribution of approximately $5,379,000, which will be recognized in the Partnership's 10-Q for the quarter ended June 30, 2006, and the liquidation of Stop 22. On April 22, 2005, the Partnership sold 10% of its limited partnership interest in Stop 22 to the Local General Partner for $200,000. The sale resulted in a Local General Partner contribution of approximately $200,000 during the year ended March 31, 2006. As of the sale date, Stop 22 had property and equipment, at cost, of approximately $11,128,000, accumulated depreciation of approximately $5,707,000 and mortgage debt of approximately $10,130,000. On March 1, 2006, Affordable Flatbush Associates ("Affordable Flatbush") sold its property and the related assets and liabilities to an unaffiliated third party purchaser for a purchase price of $1,700,000. The sale will result in a gain of approximately $652,000 which will be recognized in the Partnership's 10-Q for the quarter ended June 30, 2006 and the liquidation of Affordable Flatbush. As of December 31, 2005, Affordable Flatbush had property and equipment, at cost, of approximately $2,824,000, accumulated depreciation of approximately $1,652,000 and mortgage debt of approximately $1,211,000. On March 1, 2006, Site H Development Co. ("Site H") sold its property and the related assets and liabilities to an unaffiliated third party purchaser for a purchase price of $1,200,000. The sale will result in a gain of approximately $976,000 which will be recognized in the Partnership's 10-Q for the quarter ended June 30, 2006 and the liquidation of Site H. As of December 31, 2005, Site H had property and equipment, at cost, of approximately $1,346,000, accumulated depreciation of approximately $779,000 and mortgage debt of approximately $551,000. On January 4, 2006, the Partnership sold its limited partnership interest in Las Camelias Limited Partnership ("Las Camelias") to the Local General Partner for $1 cash plus 30% of any upside profits from the conversion to condos, if the sale price exceeds $92,500 for any of the units. The sale resulted in a Local General Partner contribution of approximately $2,828,000 and a special limited partner contribution of approximately $40,000. The sale resulted in the liquidation of Las Camelias. As of the sale date, Las Camelias had property and equipment, at cost, of approximately $10,070,000, accumulated depreciation of approximately $5,099,000 and mortgage debt of approximately $7,614,000. On December 14, 2005, Michigan Rural Housing Limited Partnership ("Michigan Rural") sold the property and the related assets and liabilities of Prairie Glen Apartments ("Prairie Glen") (one of its properties) to an unaffiliated party for approximately $1,617,000. The sale resulted in a gain of approximately $822,000. As of the sale date, Prairie Glen had property and equipment, at cost, of approximately $1,658,000, accumulated depreciation of approximately $894,000 and mortgage debt of approximately $1,321,000. On December 14, 2005, the Partnership sold its limited partnership interest in RBM Associates/Spring Garden ("Spring Garden") to an unaffiliated party for $100. The sale resulted in a gain of approximately $36,000 and the liquidation of Spring Garden. As of the sale date, Spring Garden had property and equipment, at cost, of approximately $1,598,000, accumulated depreciation of approximately $615,000 and mortgage debt of approximately $975,000. On September 20, 2005, the Partnership sold its limited partnership interest in Franklin Elderly Housing Associates ("Franklin") to the Local General Partner for $210,000. The sale resulted in a Local General Partner contribution of approximately $531,000 and the liquidation of Franklin. As of the sale date, Franklin had property and equipment, at cost, of approximately $3,038,000, accumulated depreciation of $1,903,000 and mortgage debt of approximately $1,792,000. On September 20, 2005, the Partnership sold its limited partnership interest in Philipsburg Elderly Housing Associates ("Philipsburg") to the Local General Partner for $20,000. The sale resulted in a Local General Partner distribution in the amount of approximately $67,000 and the liquidation of Philipsburg. As of the sale date, Philipsburg had property and equipment, at cost, of approximately $4,677,000, accumulated depreciation of approximately $2,864,000 and mortgage debt of approximately $2,466,000. On September 20, 2005, the Partnership sold its limited partnership interest in Wade D. Mertz Elderly Housing Associates ("Wade") to the Local General Partner for $70,000. The sale resulted in a Local General Partner contribution in the amount of approximately $71,000 and the liquidation of Wade. As of the sale date, Wade had property and equipment, at cost, of approximately $5,170,000, accumulated depreciation of approximately $3,275,000 and mortgage debt of approximately $2,717,000. On July 5, 2005, the Partnership sold its limited partnership interest in Glenbrook Associates ("Glenbrook") to the Local General Partner for $99,990. The Partnership received $59,990 in cash and a note for $40,000 due to the Partnership upon approval from the Pennsylvania Housing Finance Agency for allocation of low-income housing tax credits. The sale resulted in a Local General Partner contribution of approximately $147,000, which includes the $40,000 note receivable recorded as deferred revenue, and the liquidation of Glenbrook. As of the sale date, Glenbrook had property and equipment, at cost, of approximately $3,033,000, accumulated depreciation of approximately $1,605,000 and mortgage debt of approximately $1,619,000. On June 30, 2005, the Partnership sold its limited partnership interest in Barclay Village II, Ltd. ("Barclay") to the Local General Partner for $175,000. The sale resulted in a Local General Partner contribution of approximately 134 LIBERTY TAX CREDIT PLUS III L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2006 $597,000 and the liquidation of Barclay. As of the sale date, Barclay had property and equipment, at cost, of approximately $4,099,000, accumulated depreciation of approximately $2,346,000 and mortgage debt of approximately $2,164,000. On May 6, 2005, Gentle Pines - West Columbia Associates, L.P. ("Gentle Pines") transferred the deed to the property and the related assets and liabilities to an unaffiliated third party in lieu of foreclosure. The transfer of assets of approximately $1,066,000 and liabilities of $4,542,000 resulted in a gain of approximately $3,048,000. As of the transfer date, Gentle Pines had property and equipment, at cost, of approximately $797,000, accumulated depreciation of approximately $74,000 and mortgage debt of approximately $3,474,000. On May 2, 2005, the Partnership redeemed its limited partnership interest in Lancashire Towers Associates, Ltd. ("Lancashire") in exchange for a distribution to the Partnership of approximately $764,000, which was financed by a loan to the Local Partnership by the Local General Partner. During the year ended March 31, 2005, in accordance with Statement of Financial Accounting Standards No. 144, "Accounting for the Impairment of Disposal of Long-Lived Assets" ("SFAS No. 144"), the Partnership deemed the building impaired and wrote it down to its fair value which resulted in a loss on impairment of $1,700,000. The redemption resulted in a Local General Partner capital contribution of approximately $220,000. As of the sale date, Lancashire had property and equipment, at cost, of approximately $5,765,000, accumulated depreciation of approximately $3,981,000 and mortgage debt of approximately $2,315,000. On April 29, 2005, Brandywine Court Associates, L.P. ("Brandywine") sold its property and the related assets and liabilities to an unaffiliated third party for approximately $1,380,000. The sale resulted in a gain of approximately $1,359,000 and the liquidation of Brandywine. As of the sale date, Brandywine had property and equipment, at cost, of approximately $550,000, accumulated depreciation of approximately $76,000 and mortgage debt of approximately $1,359,000. On October 7, 2004, the Partnership sold its limited partnership interest in Ashby Apartments, Ltd. ("Ashby") to the Local General Partner for approximately $50,000, resulting in a loss of less than $1,000. The sale resulted in the liquidation of Ashby. As of the sale date, Ashby had property and equipment, at cost, of approximately $716,000, accumulated depreciation of approximately $337,000 and mortgage debt of approximately $300,000. On October 7, 2004, the Partnership sold its limited partnership interest in Meredith Apartments ("Meredith") to the Local General Partner for approximately $50,000, resulting in a loss of less than $1,000. The sale resulted in the liquidation of Meredith. As of the sale date, Meredith had property and equipment, at cost, of approximately $1,490,000, accumulated depreciation of approximately $820,000 and mortgage debt of approximately $520,000. On October 7, 2004, the Partnership sold its limited partnership interest in Ritz Apartments LTD. ("Ritz") to the Local General Partner for approximately $50,000, resulting in a loss of less than $1,000. The sale resulted in the liquidation of Ritz. As of the sale date, Ritz had property and equipment, at cost, of approximately $672,000, accumulated depreciation of approximately $345,000 and mortgage debt of approximately $300,000. On July 15, 2004, the Partnership sold its limited partnership interest in WPL Associates XXIII ("Benjamin's Corner") to an unaffiliated third party purchaser for approximately $690,000, resulting in a gain in the amount of approximately $2,124,000. The sale resulted in the liquidation of Benjamin's Corner. As of the sale date, Benjamin's Corner had property and equipment, at cost, of approximately $3,838,000, accumulated depreciation of approximately $2,069,000 and mortgage debt of approximately $2,018,000. On June 26, 2003, Jefferson Place L.P. ("Jefferson Place") sold its property and the related assets and liabilities to an unaffiliated third party for $13,650,000, resulting in a gain of approximately $13,943,000 and the liquidation of Jefferson Place. As of the sale date, Jefferson Place had property and equipment, at cost, of approximately $14,153,000, accumulated depreciation of $10,757,000 and mortgage debt of approximately $10,760,000. NOTE 11 - Assets Held for Sale On January 30, 2006, Cutler Canal III Associates, Ltd. ("Cutler Canal III") entered into a purchase and sale agreement to sell its property and the related assets and liabilities to an affiliate of the Local General Partner for a purchase price of $11,600,000. The sales documents have been executed and the initial deposit funds are being held in escrow. No assurance can be given that the sale will actually occur. The closing is expected to occur in the first quarter of 2007. Cutler Canal III is being held as an asset held for sale as of March 31, 2006. As of March 31, 2006, Cutler Canal III had property and equipment, at cost, of approximately $13,618,000, accumulated depreciation of approximately $4,545,000 and mortgage debt of approximately $7,278,000. On January 13, 2006, Broadhurst Willows, L.P. ("Broadhurst") entered into a purchase and sale agreement to sell its property and the related assets and liabilities to an unaffiliated third party purchaser for a purchase price of $5,300,000. The sales documents have been executed and the initial deposit funds are being held in escrow. The closing is expected to occur in July 2006. No assurance can be given that the sale will actually occur. Broadhurst is being held as an asset held for sale as of March 31, 2006. As of March 31, 2006, Broadhurst had property and equipment, at cost, of approximately $5,485,000 and accumulated depreciation of approximately $3,450,000. On May 26, 2005, the Partnership sold 50% of its limited partnership interest in Michigan Rural to an affiliate of the Local General Partner for $100,000. The sale resulted in a Local General Partner contribution of approximately $100,000. The affiliate of the Local General Partner has the option to buy the remaining 135 LIBERTY TAX CREDIT PLUS III L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2006 interest during the period starting on January 1, 2007 and ending on February 28, 2007. There is no guarantee that the Local General Partner will exercise this option. Although the Local General Partner has not fully committed to purchasing the remaining limited partner interest, the purchase of 50% of the limited partnership interest is considered sufficient assurance that it will purchase the remaining 50%. Therefore, Michigan Rural is classified as an asset held for sale and is included in discontinued operations as of March 31, 2006. NOTE 12 - Commitments and Contingencies a) Subsidiary Partnerships - Going Concerns R.P.P. Limited Dividend Housing Association Limited Partnership ("River Place") ------------------------------------------------------------------------------- River Place has experienced significant losses from operations and has been unable to generate sufficient cash flow to make the required principal and interest payments under its loan agreements. River Place's debt guarantor, General Retirement System of the City of Detroit ("GRS"), entered into an agreement with the Michigan State Housing Authority (the "Authority") to purchase these loans upon the occurrence of certain events. GRS has declared River Place in default under its obligation to make the required payments. During 1996, GRS agreed to waive its right of foreclosure under the mortgages, through February 1, 2006. GRS has not granted an extention to its waiver to foreclose beyond February 1, 2006 and can exercise its right to foreclose at any time. GRS has made advances for debt service and has incurred certain fees relating to these loans totaling $58,413,027, including accrued interest on such advances at a rate of 15%. Such amount is included in the amount due to debt guarantor on the balance sheet. Management anticipates that River Place will be unable to make all of the required debt service payments during 2006. However, there is no guarantee that GRS, or any other person, will continue to make these payments on behalf of the River Place. Additionally, because River Place has been declared in default of its obligations under the guarantor agreement, the Authority could elect to declare River Place to be in default under the loan agreements pursuant to certain provisions contained therein but have elected not to do so as a result of GRS making the required debt service payments. Accordingly, it is uncertain whether River Place will be able to continue as a going concern. The financial statements of River Place have been prepared assuming that River Place will continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. The Partnership's investment in River Place has been written down to zero by prior years' losses and the minority interest balance was approximately $883,000 at both March 31, 2006 and 2005. The net loss after minority interest for River Place amounted to approximately $4,056,000, $3,526,000 and $3,249,000 for the years ended March 31, 2006, 2005 and 2004, respectively. Longfellow Heights Apartments, L.P. ("Longfellow") -------------------------------------------------- The financial statements of Longfellow have been prepared assuming that it will continue as a going concern. Longfellow's note with Hallmark Corporate Foundation matures September 1, 2006. The principal balance of the note at December 31, 2005 was $1,237,648 and based on historical operations of Longfellow, it is not expected to be able to pay the principal balance in 2006. Longfellow intends to extend or renegotiate the note during 2006. The Partnership's investment in Longfellow was written down to zero by prior years' losses and the minority interest was $0 at both March 31, 2006 and 2005. The net loss after minority interest for Longfellow amounted to approximately $370,000, $311,000 and $335,000 for the years ended March 31, 2006, 2005 and 2004, respectively. Citrus Meadows Apartments, LTD. ("Citrus Meadows") -------------------------------------------------- The financial statements of Citrus Meadows have been prepared assuming that it will continue as a going concern. Citrus Meadows incurred a net loss of $527,989 during the current period and has incurred a Partner's deficit of $8,035,013 since inception. Current economic conditions have limited the ability of Citrus Meadows to increase tenant occupancy. In response to economic conditions, management has reduced expenses and increased advertising to attract new tenants. Also, nonessential capital expenditures have either been eliminated or postponed. With record low interest rates, more people are purchasing housing instead of renting. At this time, the Local General Partner is funding the deficit. Because it is unclear whether Citrus Meadows will be successful in accomplishing these objectives, there is uncertainty about Citrus Meadow's ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary should Citrus Meadows be unable to continue as a going concern. The Partnership's investment in Citrus Meadows has been written down to zero by prior years' losses and the minority interest balance was $0 at both March 31, 2006 and 2005. The net loss after minority interest amounted to approximately $528,000, $777,000 and $568,000 for the years ended March 31, 2006, 2005 and 2004, respectively. Puerto Rico Historic Zone Dividend Partnership ("San Justo") ------------------------------------------------------------ The financial statements of San Justo have been prepared assuming that it will continue as a going concern. San Justo has suffered recurring losses from operations. At December 31, 2005, San Justo had a partners' deficit of $1,901,629 and has not complied with the total interest payment requirement of its mortgage note with the Puerto Rico Housing Finance Authority that raise substantial doubt about San Justo's ability to continue as a going concern. The management of San Justo has recommended that it liquidate its assets in an orderly manner in order to comply with its obligations. The Partnership's investments in San Justo have been written down to zero by prior years' losses and the minority interest balance was approximately $0 at both March 31, 2006 and 2005. The net loss after minority interest for San Justo was approximately $313,000, $234,000 and $231,000 for the years ended March 31, 2006, 2005 and 2004, respectively. b) Subsidiary Partnership - Other Jefferson Limited Partnership ("Jefferson") ------------------------------------------- At December 31, 2005 and 2004, Jefferson's current liabilities exceeded its current assets by approximately $1,289,000 and $130,000, respectively. Although this condition could raise substantial doubt about Jefferson's ability to continue as a going concern, such doubt is alleviated by the following: (i) included in current liabilities at December 31, 2005 is $1,101,180, the entire unpaid principal of Jefferson's first mortgage note (This classification is 136 LIBERTY TAX CREDIT PLUS III L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2006 caused by a default with the terms of the note that results from Jefferson being in arrears by one monthly installment payment at December 31, 2005. The missed payment stems from an error in cash management. The management of Jefferson has taken corrective measures and all first mortgage note installments are current in early 2006.) and (ii) $85,440 and $72,891 of current liabilities at December 31, 2005 and 2004, respectively, are to related parties which do not intend to pursue payment beyond Jefferson's ability to pay. Accordingly, management believes that Jefferson has the ability to continue as a going concern for at least one year from December 31, 2005. The Partnership's investment in Jefferson was written down to zero by prior years' losses and the minority interest balance was $0 at both March 31, 2006 and 2005. The net loss after minority interest for Jefferson amounted to approximately $183,000, $151,000 and $217,000 for the years ended March 31, 2006, 2005 and 2004, respectively. Manhattan A Associates ("Manhattan A") -------------------------------------- The financial statements of Manhattan A have been prepared on the basis that it is to continue as a going concern. The General Partners have funded cash flow shortfalls thusfar. The Partnership's investment in Manhattan A was approximately $658,000 at March 31, 2006 and the minority interest for Manhattan A was $0 at both March 31, 2006 and 2005. The net loss after minority interest for Manhattan A amounted to approximately $97,000, $113,000 and $25,000 for the years ended March 31, 2006, 2005 and 2004, respectively. Subsequently, on May 31, 2006 Manhattan A entered into an agreement to sell its property and related assets and liabilities for a purchase price of $3,900,000 (see Note 16). Gentle Pines - West Columbia Associates, L.P. ("Gentle Pines") -------------------------------------------------------------- The financial statements of Gentle Pines have been prepared knowing that Gentle Pines has transferred its deed, in lieu of foreclosure. Gentle Pines was unable to make a mortgage payment after May 2004 and was in default. The Federal Housing Administration insured note was subsequently assigned to the HUD on September 1, 2004. On March 31, 2005, HUD sold the mortgage to a third party. On May 6, 2005, Gentle Pines transferred ownership of the project to a third party by tendering a deed in lieu of foreclosure. The Partnership's investment in Gentle Pines had been written down to zero by prior years' losses and the minority interest balance was $0 at both March 31, 2006 and 2005. The net income (loss) after minority interest for Gentle Pines amounted to approximately $2,760,000, $(437,000) and $(100,000) for the years ended March 31, 2006, 2005 and 2004, respectively. Redemptorist Limited Partnership ("Redemptorist") ------------------------------------------------- Redemptorist is located in the areas affected by Hurricane Katrina in September 2005 that sustained major damage and has remained completely vacant since then. The Local General Partner is still evaluating whether the Property will be rebuilt or not. The Property is close to the end of its Compliance Period and has third-party debt. The Partnership anticipates that the insurance proceeds will be sufficient to pay off all debt. Currently, the Partnership does not expect that there will be financial exposure related to the Partnership. The Partnership's investment in the Local Partnership at March 31, 2006 is approximately $328,000 and the property and equipment net of accumulated depreciation is approximately $3,083,000. The insurance coverage is approximately $6,500,000 for property, $5,000,000 for flood and wind coverage and $860,000 for rent loss. Cutler Canal III Associates, Ltd. ("Cutler Canal") -------------------------------------------------- On October 24, 2005, Cutler Canal was damaged by Hurricane Wilma. The hurricane caused extensive damage which will require roofing to be replaced on substantially all the buildings of the Property. In total, damages are estimated to be approximately $578,000. As of December 31, 2005, the claim was in process and repairs had not begun. Repairs are expected to consist of removing existing roofing material and installing new roofing material. Of the total $578,000 estimated costs, insurance proceeds are expected to total $155,000 after a deductible of approximately $310,000 and a reduction for depreciation of approximately $113,000. No loss is expected since the net proceeds from the involuntary conversion are expected to exceed the net cost of damaged property. Based on current estimates, a net gain of approximately $96,000 is expected, which is the excess of net proceeds of $155,000 less the cost of the damaged property of $59,000. Gain, if any will be recognized when the insurance claim is settled. On January 30, 2006, Cutler Canal entered into an agreement to sell its property and related assets and liabilities for a purchase price of $11,600,000 (see Note 11). Driftwood Terrace Associates, Ltd. ("Driftwood") ------------------------------------------------ On October 24, 2005, Driftwood suffered damage caused by Hurricane Wilma. Driftwood has claimed and recovered $324,450 of insurance proceeds and has made repairs of $59,262 as of December 31, 2005. Driftwood has established a deferred charges account in the amount of $265,188 which represents the unspent insurance proceeds to be used on additional repairs. Driftwood has submitted a supplemental insurance claim. The resolution of the supplemental claim and the amount of any casualty loss suffered by Driftwood cannot be determined at this time. Leases ------ Two of the Subsidiary Partnerships are leasing the land on which the Properties are located, for terms ranging from 50 to 99 years. The leases on these Properties are noncancelable. At December 31, 2005 those Subsidiary Partnerships were committed to minimum future annual rentals on the leases aggregating approximately $66,000 for each of the next five years, and $2,530,000 total thereafter. One Local Partnership has entered into an agreement ("Master Lease") with an affiliate that expires in 2012, wherein the Local Partnership is guaranteed annual rental revenue. The following is a schedule by year of future minimum rentals to be received under the Master Lease as of December 31, 2005: 137 LIBERTY TAX CREDIT PLUS III L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2006

~~Signature~~Year ~~Title~~Ended ~~Date~~December ~~------------------~~31, -----------------------~~------------------------------------~~ ~~--------------~~2006 ~~Director~~$ 152,133 ~~President~~2007 ~~and~~158,370 ~~Chief~~2008 ~~Executive Officer and Chief Financial Officer of Related Credit Properties III Inc.~~164,863 ~~/s/~~2009 ~~Alan P. Hirmes (a general partner of Related Credit Properties III L.P.) ------------------ (a General Partner of Registrant)) and Liberty GP III~~171,458 ~~Inc.~~2010 ~~June 28~~178,316 ~~2005~~2011 ~~Alan~~and P.thereafter ~~Hirmes (aGeneral Partner of Registrant) ------------- Treasurer (principal accounting officer) of Related Credit /s/ Glenn F. Hopps Properties III Inc.~~186,594 ~~(a general partner of Related Credit~~ ----------~~--------~~ ~~Properties III L.P.) (a General Partner of Registrant)) and June 28~~$1, ~~2005 Glenn F. Hopps Liberty GP III~~011,734 ~~Inc. (a General Partner of Registrant) -------------~~==========

c) 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 31, 2006, uninsured cash and cash equivalents approximated $1,200,000. d) Cash Distributions Cash distributions from the Local Partnerships to the Partnership are restricted by the provisions of the respective Local Partnership Agreements and/or HUD. Such cash distributions are typically made from surplus cash flow. e) Tax Credits A portion of Tax Credits are subject to recapture in future years if (1) the Local Partnership ceases to meet qualification requirements, (2) there is a decrease in the qualified basis of the Property, or (3) there is a reduction in the taxpayer's interest in the Property at any time during the 15-year Compliance Period that began with the first tax year of the Credit Period. None of the Local Partnerships in which the Partnership has acquired an interest has suffered an event of recapture. During the tax years 2005, 2004 and 2003, the Partnership generated Tax Credits of approximately $3,000, $69,000 and $69,000, respectively. 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 19% of the Properties are located in any single state. There are also substantial risks associated with owning Properties receiving government assistance, such as 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. In order for certain Subsidiaries to qualify for the Section 421A Program and the Inclusionary Zoning Program, they are subject to certain requirements by local authorities as to the level of rent that may be charged to tenants, the tenants' incomes, the obligation to operate the Property in accordance with rent stabilization guidelines, and restrictions on the rate at which housing units may be released from such guidelines. Also, certain Subsidiary Partnerships obtain grants from local authorities to fund construction costs of the Properties and in order to qualify must maintain the low-income nature of the Property, among other provisions. River Place ----------- In order to enhance the marketability of its Variable Rate Limited Obligation Multifamily Housing Revenue Refunding Bonds (the "2000 Bonds"), GRS entered into an agreement with a bank whereby the bank issued a direct-pay letter of credit on the account of River Place in favor of the Authority in the initial stated amount equal to approximately $23,000,000 and $24,000,000 as of December 31, 2005 and 2004, respectively. The letter of credit, which was due to expire May 16, 2005, was extended through May 16, 2007. 138 LIBERTY TAX CREDIT PLUS III L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2006 NOTE 13 - Discontinued Operations The following table summarizes the financial position and results of operations of the Local Partnerships that are classified as discontinued operations because the respective Local Partnerships were classified as assets held for sale. As of March 31, 2006, Affordable Flatbush, Barclay, Brandywine, Broadhurst, Cutler Canal III, Franklin, Gentle Pines, Glenbrook, Lancashire, Las Camelias, Michigan Rural, Philipsburg, Site H, Spring Garden, Stop 22 and Wade were classified as discontinued operations in the consolidated financial statements. As of March 31, 2005, Ashby, Benjamin's Corner, Lancashire, Meredith, Michigan Rural and Ritz were classified as discontinued operations in the consolidated balance sheets. Consolidated Balance Sheets:

March 31, ~~-------------------------------~~March ~~2005~~31, ~~2004~~2006 2005 ------------ ------------ ~~Cash~~Assets Property and ~~cash~~equipment ~~equivalents~~- less accumulated depreciation of $18,691,076 ~~353~~and $7,~~403~~320,799, respectively $20,574,674 ~~429~~$ 4,~~291~~904,925 Cash ~~held~~and incash ~~escrow~~equivalents ~~130~~727,~~081~~335 ~~159~~640,~~597~~686 ~~Investment~~Cash ~~and~~held ~~advances~~ in ~~subsidiary~~escrow ~~partnerships 17~~2,~~057~~320,~~554~~547 201,~~867~~180,~~156~~726 Deferred costs 100,693 0 Other assets ~~245~~599,~~465~~082 ~~245~~103,~~465~~861 ------------ ------------ Total assets $ 1724,~~786~~322,~~503~~331 $ 216,~~701~~830,~~509~~198 ============ ============ ~~LIABILITIES~~Liabilities ~~AND~~Mortgage ~~PARTNERS'~~notes ~~EQUITY~~payable ~~Due~~$22,358,177 to$ ~~general~~6,917,348 ~~partner~~Accounts payable and ~~affiliates~~other $liabilities 121,~~501~~701,~~181~~142 ~~$ 11~~285,~~464,620~~741 ~~Other~~Due ~~liabilities~~to 54local general partners and affiliates 323,~~896~~876 6325,~~502~~700 ~~------------~~Due ~~------------~~to ~~Total~~general ~~liabilities~~partners 12and affiliates 92,~~556,077~~562 112,~~528,122~~500 ~~Partners'~~Minority ~~equity~~interest 5197,~~230,426~~145 10(753,~~173,387~~139) ------------ ------------ Total liabilities ~~and partners' equity~~ $ 1724,~~786~~672,~~503~~902 $ 216,~~701~~478,~~509~~150 ============ ============

The following table summarizes the results of operations of the Local Partnerships that are classified as discontinued operations. For the year ended March 31, 2006, Affordable Flatbush, Barclay, Brandywine, Franklin, Gentle Pines, Glenbrook, Lancashire, Las Camelias, Philipsburg, Site H, Spring Garden, Stop 22 and Wade, which were all sold during the year ended March 31, 2006, and Broadhurst, Cutler Canal III and Michigan Rural, which were classified as assets held for sale, were all classified as discontinued operations on the consolidated financial statements. For the year ended March 31, 2005, Ashby, Benjamin's Corner, Meredith and Ritz, which were sold during the year and Affordable Flatbush, Barclay, Brandywine, Broadhurst, Cutler Canal III, Franklin, Gentle Pines, Glenbrook, Lancashire, Las Camelias, Michigan Rural, Philipsburg, Site H, Spring Garden, Stop 22 and Wade in order to present comparable results to the year ended March 31, 2006 were classified as discontinued operations on the consolidated financial statements. For the year ended March 31, 2004, Jefferson Place, which was sold during the year and Affordable Flatbush, Barclay, Brandywine, Broadhurst, Cutler Canal III, Franklin, Gentle Pines, Glenbrook, Lancashire, Las Camelias, Michigan Rural, Philipsburg, Site H, Spring Garden, Stop 22, Wade, Ashby, Benjamin's Corner, Meredith and Ritz, in order to present comparable results to the year ended March 31, 2006, were classified as discontinued operations on the consolidated financial statements. 139 LIBERTY TAX CREDIT PLUS III L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2006 Consolidated Statements of Discontinued Operations:

Years Ended March 31, -------------------------------------------- 2006 2005* 2004* ~~2003~~ ------------ ------------ ------------ Revenues ~~Other~~Rental income $ 59,~~382~~199,562 $ 212,~~199~~422,742 $ 113,~~000~~899,882 Other 273,952 723,410 550,819 Gain on sale of properties 5,063,727 2,123,053 13,942,678 ------------ ------------ ------------ Total revenue 14,537,241 15,269,205 28,393,379 ------------ ------------ ------------ Expenses General and administrative ~~190~~1,~~898~~603,684 ~~367~~2,~~141~~204,994 ~~206~~2,~~143~~464,917 General and administrative-related parties (Note 8) 537,851 760,822 913,768 Repairs and maintenance 1,~~563~~607,~~212~~633 1,~~635~~946,~~910~~246 2,110,636 Operating 1,~~740~~233,~~087~~930 1,710,738 1,827,920 Taxes 623,505 867,792 971,974 Insurance 613,254 795,002 804,022 Interest 2,688,121 3,732,173 4,495,608 Depreciation and amortization 2,454,933 3,067,622 3,470,711 Loss on impairment of fixed assets 0 1,700,000 0 ------------ ------------ ------------ Total expenses 111,~~754~~362,~~110~~911 216,~~003~~785,~~051~~389 117,~~946~~059,~~230~~556 ------------ ------------ ------------ ~~Loss~~Income ~~from~~(loss) ~~operations~~before minority interest 3,174,330 (1,~~748~~516,~~728~~184) (211,~~000~~333,~~852)~~823 Minority interest in income (loss) of subsidiaries from discontinued operations 1,~~945~~736,~~230~~960 (46,740) ~~Distribution~~30,878 ------------ ------------ ------------ Total income of(loss) ~~subsidiary~~from ~~partnerships~~discontinued inoperations ~~excess~~(including gain on sale of ~~investments~~properties) 76$ 4,~~021~~911,290 28$ (1,~~305~~562,924) 22$ 11,~~853~~364,701 ~~Gain~~============ ============ ============ Income (loss) - limited partners from discontinued operations (including gain on sale of ~~investment~~properties) in$ ~~subsidiary~~4,862,177 ~~partnership~~$ 2(1,~~124~~547,~~097~~295) 0$ 011,251,054 ~~Equity~~============ in============ ~~loss~~============ Number of ~~subsidiary~~BACs partnerships*outstanding (139,101.5 139,~~394~~101.5 139,~~351~~101.5 ============ ============ ============ Income (loss) discontinued operations (2including gain on sale of properties) per BAC $ 34.95 $ (11.12) $ 80.88 ============ ============ ============ * Reclassified for comparative purposes Cash flows from Discontinued Operations: Years Ended March 31,~~831,376~~ -------------------------------------------- 2006 2005 2004 ------------ ------------ ------------ Net cash (used in) provided by operating activities $ (4,~~752~~611,~~705~~480) $ 846,065 $ (2,628,843) ------------ ------------ ------------ Net ~~loss~~cash provided by investing activities $( 835,630 $ 4,~~942~~906,~~961)~~300 $ 5,994,643 ------------ ------------ ------------ Net cash provided by (4used in) financing activities $ 2,~~803~~218,~~923~~697 $ (105,587) $ (6403,~~675,082~~665) ~~===========~~------------ ~~===========~~------------ ~~===========~~------------

140 LIBERTY TAX CREDIT PLUS III L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2006 NOTE 14 - Selected Quarterly Financial Data (Unaudited) The following table summarizes the Partnership's quarterly results of operations for the years ended March 31, 2006 and 2005. The fluctuations between the quarters are primarily due to the sales of Local Partnerships (see Note 10).

~~Years~~Quarter Ended ~~March 31,~~ -------------------------------------------------------- June 30, September 30, December 31, March 31, 2005 ~~2004~~2005 ~~2003~~2005 2006 ----------- ----------- ----------- ~~Cash~~----------- ~~flows~~Revenues ~~from~~$ ~~operating~~5,425,171 ~~activities:~~$ ~~Net~~5,462,774 ~~loss~~$ 5,555,444 $ 5,497,683 Operating expenses (48,~~942~~351,~~961~~825) $(48,~~803~~670,~~923~~155) $(68,~~675~~347,~~082~~775) (8,506,880) ----------- ----------- ----------- ~~Adjustments~~----------- toLoss ~~reconcile~~from ~~net~~operations ~~loss~~before tominority ~~net~~interest ~~cash~~(2,926,654) ~~used~~(3,207,381) in(2,792,331) ~~operating~~(3,009,197) ~~activities:~~Minority ~~Gain~~interest onin ~~sale~~loss (income) of ~~investment~~subsidiary inpartnerships ~~subsidiary~~from ~~partnership~~operations 67,276 (21,~~124~~727,~~097~~443) 0(1,630,554) 03,601,683 ~~Distribution~~(Loss) income from ~~subsidiary~~discontinued ~~partnerships~~operations in(including ~~excess~~gain (loss)of ~~investments~~properties ~~(76,021~~and minority interest) (28490,~~305~~685) ~~(22~~5,~~853)~~794,630 310,923 (~~Increase~~703,578) ~~decrease~~----------- in----------- ~~assets:~~----------- ~~Other~~----------- ~~assets~~Net ~~159~~(loss) income $(3,~~410~~350,063) ~~152~~$ 859,~~674~~806 $(~~152~~4,~~673~~111,962) ~~Increase~~$ (~~decrease~~111,092) in=========== ~~liabilities:~~=========== ~~Due~~=========== to=========== ~~general~~Net ~~partners~~(loss) ~~and~~income ~~affiliates~~- 1limited partnership $(3,~~036~~316,~~561~~562) 1$ 851,~~603,815~~208 1$(4,~~828~~070,~~424~~842) ~~Other~~$ ~~liabilities~~ (8109,~~606~~981) ~~9,732~~=========== ~~47,418~~=========== =========== =========== Net (loss) income per BAC from operations $ (20.35) $ (35.12) $ (31.48) $ 28.94 Net (loss) income per BAC from discontinued operations (3.49) 41.24 2.21 (29.73) ----------- ----------- ----------- ~~Total~~----------- ~~adjustments~~Net (~~1,012,753~~loss) 1income per BAC $ (23.84) $ 6.12 $ (29.27) $ (0.79) =========== =========== =========== =========== Quarter Ended -------------------------------------------------------- June 30,~~737~~ September 30,~~916~~ 1December 31,~~700~~ March 31,~~316~~ 2004*/** 2004*/** 2004*/** 2005*/** ----------- ----------- ----------- ~~Net~~----------- ~~cash~~Revenues ~~used~~$ in5,289,836 ~~operating~~$ ~~activities~~5,366,388 ($ 5,~~955~~390,~~714~~059 $ 5,635,109 Operating expenses (7,913,320) (38,~~066~~519,~~007~~217) (48,~~974~~351,~~766~~261) (8,655,209) ----------- ----------- ----------- ~~Cash~~----------- ~~flows~~Loss from ~~investing~~operations ~~activities:~~before ~~Proceeds~~minority ~~from~~interest ~~sale~~(2,623,484) of(3,152,829) ~~investment~~(2,961,202) ~~in subsidiary partnership 690~~(3,~~645~~020,100) 0Minority 0interest ~~Equity~~ in loss of subsidiary partnerships 5from operations 63,~~394~~014 64,~~351~~672 266,~~831,376~~028 4187,~~752,705~~421 ~~Distributions~~(Loss) income from ~~subsidiary~~discontinued ~~partnerships~~operations ~~399,328~~(including ~~330,098~~gain ~~774,218~~(loss)of ~~Investments~~properties and ~~advances~~minority ininterest) ~~subsidiary partnerships~~ (~~634~~613,~~014~~741) (~~233~~219,~~885~~591) 1,751,369 (~~144~~2,~~870~~480,961) ~~Decrease in cash held in escrow~~----------- ~~purchase price payments 29,516 82,332 0~~ ----------- ----------- ----------- Net ~~cash~~loss ~~provided~~$(3,174,211) by$(3,307,748) ~~investing~~$(1,143,805) ~~activities~~ $(5,~~879~~313,~~826~~640) =========== =========== =========== =========== Net loss - limited partnership $(3,~~009~~142,~~921~~469) $(3,274,671) $(1,132,367) $(5,~~382~~260,~~053~~504) ~~-----------~~=========== ~~-----------~~=========== ~~-----------~~=========== =========== Net loss per BAC from operations $ (~~decrease~~18.22) ~~increase~~$ in(21.98) ~~cash~~$ ~~and~~(20.61) ~~cash~~$ ~~equivalents~~ (~~75,888~~20.16) Net (~~56,086~~loss) ~~407,287~~income ~~Cash~~per ~~and~~BAC ~~cash~~from ~~equivalents,~~discontinued ~~beginning~~operations of(4.37) ~~year~~(1.56) ~~429,291~~12.47 ~~485,377~~(17.66) ~~78,090~~----------- ----------- ----------- ----------- ~~Cash~~Net ~~and~~loss ~~cash~~per ~~equivalents,~~BAC ~~end~~$ of(22.59) ~~year~~ $ ~~353,403~~(23.54) $ ~~429,291~~(8.14) $ ~~485,377~~(37.82) =========== =========== =========== ===========

* Reclassified for comparative purposes. ** As restated (see Note 15). 141 LIBERTY TAX CREDIT PLUS III L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2006 NOTE 15 - Prior Period Adjustment The accompanying financial statement for the years ended March 31, 2005 and 2004 have been restated to correct an understatement of interest and real estate tax due to an error in the computation of annual interest expense and real estate tax expense at one Local Partnership. The effect of prior period accounting errors resulted in the following changes as of March 31,

~~Initial~~2005 ~~Cost~~2004 ~~to Partnership~~ ------------------------------ ~~Cost Capitalized Subsequent to Buildings and Acquisition Subsidiary Partnerships' Residential Property Encumbrances Land Improvements Improvements~~ -------------------------------~~------------------------~~ ~~-------------~~As ~~------------~~previously ~~-------------~~As ~~----------------~~previously ~~C.V.~~Reported ~~Bronx~~As ~~Associates,~~Restated ~~L.P.~~Reported ~~Bronx,~~As NYRestated $ 0 $ 1,705,800 $ 0 $ 4,279,915 Michigan Rural Housing Limited Partnership Michigan (f) 4,535,363 141,930 4,013,207 2,261,446 Jefferson Limited Partnership Schreveport, LA 1,366,802 65,000 3,289,429 48,125 Inter-Tribal Indian Village Housing Development Associates, L.P. Providence, RI 1,647,787 36,643 3,290,524 262,873 RBM Associates Philadelphia, PA 975,000 0 1,590,733 78,286 Glenbrook Associates Atglen, PA 1,622,165 137,000 2,833,081 133,767 Affordable Flatbush Associates Brooklyn, NY 1,284,473 0 2,551,365 286,637 Barclay Village II, LTD. Chambersburg, PA 2,199,965 204,825 3,249,918 715,567 1850 Second Avenue Associates, L.P. New York, NY 0 920,472 6,262,968 1,165 R.P.P. Limited Dividend Housing Detroit, MI 23,895,000 0 29,051,380 (10,416,463) Williamsburg Residential II, L.P. Witchita, KS 1,432,427 358,305 2,713,872 (1,211,361) West 104th Street Associates, L.P. New York, NY 0 0 0 3,212,573 Meredith Apartments, LTD. Salt Lake City, UT (e) (f) 0 40,000 1,500,117 (1,540,117) Ritz Apartments, LTD. Salt Lake City, UT (e) (f) 0 59,760 592,704 (652,464) Ashby Apartments, LTD. Salt Lake City, UT (e) (f) 0 50,850 549,611 (600,461) South Toledo Associates, LTD. Toledo, OH 866,904 47,571 1,411,386 54,391 Dunlap School Venture Philadelphia, PA 2,432,460 5,352 4,522,721 168,953 Philipsburg Elderly Housing Associates Philipsburg, PA 2,560,769 45,000 4,092,500 583,689 Franklin Elderly Housing Associates Franklin, PA 1,857,370 165,000 2,594,447 322,933 Wade D. Mertz Elderly Housing Associates Sharpsville, PA 2,811,828 65,000 4,234,049 914,968 Lancashire Towers Associates L.P. Cleveland, OH (f) 2,381,985 265,000 6,871,575 (1,327,434) Northwood Associates Limited Partnership Toledo, OH (c) 0 200,000 4,065,856 (4,265,856) Brewery Renaissance Associates Middletown, NY 3,375,000 77,220 102,780 6,409,969 Brandywine Court Associates, L.P. Jacksonville, FL 1,362,938 78,000 1,960,262 (1,443,846) Art Apartments Associates Philadelphia, PA 1,030,577 13,695 2,713,615 110,247 Gross Amount at which Carried at Close of Period ------------~~------------------------------------~~ ~~Buildings and Accumulated Subsidiary Partnerships' Residential Property Land Improvements Total Depreciation~~ ------------~~-------------------------------------------~~ ------------ -~~-------------~~ -------------~~---~~ ~~--------------~~Balance ~~C.V.~~Sheet ~~Bronx~~including ~~Associates,~~discontinued: ~~L.P.~~Accrued ~~Bronx,~~interest NYpayable $ 117,~~439~~012,~~504~~106 $ 417,~~546~~806,~~211~~060 $ 515,~~985~~895,~~715~~951 $ 216,~~300~~649,~~807~~654 ~~Michigan~~Accounts ~~Rural~~payable ~~Housing Limited Partnership Michigan (f) 148~~5,~~716 6~~679,~~267,867~~086 6,~~416~~154,~~583~~351 3,408,214 Jefferson Limited Partnership Schreveport, LA 71,786 3,330,768 3,402,554 1,715,733 Inter-Tribal Indian Village Housing Development Associates, L.P. Providence, RI 43,429 3,546,611 3,590,040 1,870,171 RBM Associates Philadelphia, PA 6,~~786 1~~547,~~662,233~~074 ~~1,669,019 596,039 Glenbrook Associates Atglen, PA 143,786 2,960,062 3,103,848 1,580,696 Affordable Flatbush Associates Brooklyn, NY~~ 6,~~787 2~~987,~~831,215~~953 ~~2,838,002~~Deficit 1(95,~~582~~134,911 Barclay Village II, LTD. Chambersburg, PA 211,611 3,958,699 4,170,310 2,286,535 1850 Second Avenue Associates, L.P. New York, NY 392,457 6,792,148 7,184,605 3,649,876 R.P.P. Limited Dividend Housing Detroit, MI 6,786 18,628,131 18,634,917 8,906,761 Williamsburg Residential II, L.P. Witchita, KS 362,484 1,498,332 1,860,816 768,807 West 104th Street Associates, L.P. New York, NY 6,787 3,205,786 3,212,573 1,470,235 Meredith Apartments, LTD. Salt Lake City, UT (e055) (~~f) 0 0 0 0 Ritz Apartments~~96, ~~LTD. Salt Lake City~~403, ~~UT (e~~274) (~~f) 0 0 0 0 Ashby Apartments~~82, ~~LTD. Salt Lake City~~269, ~~UT (e~~284) (~~f) 0 0 0 0 South Toledo Associates~~83, ~~LTD. Toledo~~463,870) OHStatement ~~51,677~~of ~~1,461,671~~Operations ~~1,513,348~~including ~~551,756~~discontinued: ~~Dunlap~~Interest ~~School Venture Philadelphia~~13, ~~PA 9~~086,~~458~~097 413,~~687~~126,~~568~~347 413,~~697~~805,~~026~~397 113,~~723~~845,~~618~~647 ~~Philipsburg~~Real ~~Elderly~~estate ~~Housing~~tax ~~Associates Philipsburg, PA 68,101 4,653,088 4,721,189~~ 2,~~755~~232,~~724~~554 ~~Franklin Elderly Housing Associates Franklin, PA 169,106~~ 2,~~913~~266,~~274~~937 3,082,380 1,833,953 Wade D. Mertz Elderly Housing Associates Sharpsville, PA 69,106 5,144,911 5,214,017 3,144,354 Lancashire Towers Associates L.P. Cleveland, OH (f) 269,106 5,540,035 5,809,141 3,912,585 Northwood Associates Limited Partnership Toledo, OH (c) 0 0 0 0 Brewery Renaissance Associates Middletown, NY 81,326 6,508,643 6,589,969 3,233,973 Brandywine Court Associates, L.P. Jacksonville, FL 82,106 512,310 594,416 85,289 Art Apartments Associates Philadelphia, PA 17,801 2,~~819~~253,~~756~~959 2,~~837~~288,~~557~~342 ~~1,529,016~~Net ~~Life~~loss on which Depreciation in Year of Latest Income Construction/ Date Statements is Subsidiary Partnerships' Residential Property Renovation Acquired Computed (a)(b) ------------------------------------------------------- ------------- ------------ ----------------- C.V. Bronx Associates12, ~~L.P. Bronx~~864,771 ~~NY 1990 June 1989 15-27.5 years Michigan Rural Housing Limited Partnership Michigan (f) 1989 Sept. 1989 27.5 years Jefferson Limited Partnership Schreveport~~12, ~~LA 1990 Dec. 1989 27.5 years Inter-Tribal Indian Village Housing Development Associates~~939,404 ~~L.P. Providence~~22,742 ~~RI 1989 Oct. 1989 27.5 years RBM Associates Philadelphia~~97,605 PANet ~~1989~~loss ~~Dec.~~per ~~1989~~BAC 40$ ~~years Glenbrook Associates Atglen, PA 1989 Nov~~91.56 ~~1989~~$ ~~3-27~~92.509 ~~years~~$ ~~Affordable Flatbush Associates Brooklyn, NY 1989 Dec~~.16 ~~1989~~$ 27.5 years Barclay Village II, LTD. Chambersburg, PA 1989 Nov. 1989 5-27.5 years 1850 Second Avenue Associates, L.P. New York, NY 1989 Nov. 1989 27.5 years R.P.P. Limited Dividend Housing Detroit, MI 1989 Nov. 1989 27-31.5 years Williamsburg Residential II, L.P. Witchita, KS 1989 Nov. 1989 40 years West 104th Street Associates, L.P. New York, NY 1990 Dec. 1989 27.5 years Meredith Apartments, LTD. Salt Lake City, UT (e) (f) 1989 Aug. 1989 27.5 years Ritz Apartments, LTD. Salt Lake City, UT (e) (f) 1989 Aug. 1989 27.5 years Ashby Apartments, LTD. Salt Lake City, UT (e) (f) 1989 Aug. 1989 27.5 years South Toledo Associates, LTD. Toledo, OH 1988 Jan. 1990 40 years Dunlap School Venture Philadelphia, PA 1989 Jan. 1990 40 years Philipsburg Elderly Housing Associates Philipsburg, PA 1990 Feb. 1990 15-27.5 years Franklin Elderly Housing Associates Franklin, PA 1989 Feb. 1990 7-24 years Wade D. Mertz Elderly Housing Associates Sharpsville, PA 1989 Feb. 1990 27.5 years Lancashire Towers Associates L.P. Cleveland, OH (f) 1989 Feb. 1990 27.5 years Northwood Associates Limited Partnership Toledo, OH (c) 1989 Feb. 1990 27.5 years Brewery Renaissance Associates Middletown, NY 1990 Feb. 1990 27.5 years Brandywine Court Associates, L.P. Jacksonville, FL 1988 Nov. 1989 7-27.5 years Art Apartments Associates Philadelphia, PA 1990 Mar. 1990 27.5 years70

Total partners' deficit as of April 1, 2003 has been increased by $1,119,950 for the effects of the restatement on prior years. NOTE 16 - Subsequent Events On April 14, 2006, Michigan Rural Housing Limited Partnership ("Michigan Rural") sold the property and the related assets and liabilities of The Meadowlands Apartments ("Meadowlands") (one of the properties owned by Michigan Rural) to an unaffiliated party for approximately $1,083,000. The sale resulted in a gain of approximately $410,000 which will be recognized in the Partnership's 10-Q for the quarter ended September 30, 2006. As of the sale date, Meadowlands had property and equipment, at cost, of approximately $1,332,000, accumulated depreciation of approximately $755,000 and mortgage debt of approximately $836,000. On June 5, 2006, Weidler Associates Limited Partnership ("Weidler") sold its property and the related assets and liabilities to an affiliate of the Local General Partner for approximately $530,000. The sale resulted in a Local General Partner contribution of approximately $734,000 which will be recognized in the Partnership's 10-Q for the quarter ended September 30, 2006. As of the sale date, Weidler had property and equipment, at cost, of approximately $2,357,000, accumulated depreciation of approximately $1,181,000 and mortgage debt of approximately $1,213,000. On May 31, 2006, Manhattan A Associates ("Manhattan A") entered into a purchase and sale agreement to sell its property and the related assets and liabilities to an unaffiliated third party purchaser for a purchase price of $3,900,000. The sales documents have been executed and the initial deposit funds are being held in escrow. The closing is expected to occur in August 2006. No assurance can be given that the sale will actually occur. As of March 31, 2006, Manhattan A had property and equipment, at cost, of approximately $7,468,000, accumulated depreciation of approximately $3,696,000 and mortgage debt of approximately $2,834,000. 142 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None Item 9A. Controls and Procedures (a) EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES. The Chief Executive Officer and Chief Financial Officer of Related Credit Properties III Inc., the general partner of Related Credit Properties III L.P. and of Liberty GP III Inc., each of which is a general partner of the Partnership, has evaluated the effectiveness of the Partnership's disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended ("Exchange Act") as of the end of the period covered by this report. Based on such evaluation, such officer has concluded that, as of the end of such period, the Partnership's disclosure controls and procedures are effective. (b) INTERNAL CONTROL OVER FINANCIAL REPORTING. There have not been any changes in Partnership's internal control over financial reporting during the fiscal year to which this report relates that have materially affected, or are reasonably likely to materially affect, the Partnership's internal control over financial reporting. Item 9B. Other Information None PART III Item 10. Directors and Executive Officers of the Registrant The Partnership has no directors or executive officers. The general partners of the Partnership are Related Credit Properties III L.P., a Delaware limited partnership (the "Related General Partner"), and Liberty GP III Inc., a Delaware corporation (the "Liberty General Partner" and together with the Related General Partner the "General Partners"). The general partner of the Related General Partner is Related Credit Properties III Inc., a Delaware limited liability corporation. The Partnership's affairs are managed and controlled by the General Partners. The Partnership has not adopted a separate code of ethics because the Partnership has no directors or executive officers. However, the parent company of CharterMac Capital LLC ("CharterMac Capital") (formerly known as Related Capital Company, LLC), which controls the Partnership's General Partners, has adopted a code of ethics (see http://www.chartermac.com). On November 17, 2003, CharterMac acquired CharterMac Capital, which is the parent of RCC Manager LLC, the sole shareholder of the general partner of the Related General Partner. Pursuant to the acquisition, CharterMac acquired controlling interests in the General Partners. This acquisition did not affect the Partnership or its day-to-day operations as the majority of the General Partners' management team remained unchanged. On November 8, 2005, CharterMac announced that Stuart J. Boesky would step down as Chief Executive Officer and trustee of CharterMac. Upon his stepping down, which was effective on November 15, 2005, he also resigned from his position as Senior Vice President of the Related General Partner and Executive Vice President of the Liberty General Partner. Mr. Boesky will stay on as a consultant to CharterMac for the next year in order to ensure a smooth transition. On March 14, 2006, CharterMac's Board of Trustees named Marc D. Schnitzer its Chief Executive Officer, effective immediately. Mr. Schnitzer replaced Stephen M. Ross, who had served as interim Chief Executive Officer since Stuart J. Boesky resigned in November of 2005. Mr. Schnitzer also replaced Mr. Boesky as Senior Vice President of the Related General Partner and Executive Vice President of the Liberty General Partner. Certain information concerning the directors and executive officers of the Liberty General Partner and of Related Credit Properties III Inc., the general partner of the Related General Partner, are set forth below. Related Credit Properties III, L.P. ----------------------------------- Name Position ---- -------- Alan P. Hirmes Director, President and Chief Executive Officer Marc D. Schnitzer Senior Vice President Glenn F. Hopps Treasurer and Assistant Vice President ALAN P. HIRMES, 51, has been a Certified Public Accountant in New York since 1978. Prior to joining CharterMac Capital in October 1983, Mr. Hirmes was employed by Weiner & Co., certified public accountants. Mr. Hirmes is also a Vice President of CharterMac Capital. Mr. Hirmes graduated from Hofstra University with a Bachelor of Arts degree. Mr. Hirmes also serves on the Board of Trustees of CharterMac and American Mortgage Acceptance Company ("AMAC"). MARC D. SCHNITZER, 45, is responsible both for financial restructurings of real estate properties and directing CharterMac Capital's acquisitions of properties generating Tax Credits. Mr. Schnitzer received a Masters of Business Administration from The Wharton School of the University of Pennsylvania in December 1987 before joining CharterMac Capital in January 1988. From 1983 to January 1986, he was a financial analyst for the First Boston Corporation in New York. Mr. Schnitzer graduated summa cum laude with a Bachelor of Science in Business Administration from the School of Management at Boston University in May 1983. In March of 2006, Mr. Schnitzer was appointed Chief Executive Officer of CharterMac. Mr. Schnitzer also serves on the Board of Trustees of CharterMac. 143 GLENN F. HOPPS, 43, joined CharterMac Capital in December, 1990, and prior to that date was employed by Marks Shron & Company and Weissbarth, Altman and Michaelson, certified public accountants. Mr. Hopps graduated from New York State University at Albany with a Bachelor of Science degree in Accounting. Liberty GP III Inc. ------------------- Name Position ---- -------- Alan P. Hirmes Director, President and Chief Executive Officer Marc D. Schnitzer Executive Vice President Glenn F. Hopps Treasurer Biographical information with respect to Messrs. Hirmes, Schnitzer and Hopps 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 the directors or officers of the Liberty General Partner or of the general partner of the Related General Partner for their services. Certain directors and officers of the Liberty General Partner and of the general partner of the Related General Partner receive compensation from the General Partners and their affiliates for services performed for various affiliated entities which may include services performed for the Partnership. Under the terms of the Partnership Agreement, 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 are entitled to 1% of all cash distributions and Tax Credit allocations and a subordinated 15% interest in net sales or refinancing proceeds. See Note 8 to the Financial Statements in Item 8 for a presentation of the types and amounts of compensation paid to the General Partners and their affiliates, which information is incorporated herein by reference thereto. Tabular information concerning salaries, bonuses and other types of compensation payable to executive officers have 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 and Related Security Holder Matters

~~Initial~~Name ~~Cost~~and toAddress ~~Partnership~~of ~~------------------------------~~Amount ~~Cost~~and ~~Capitalized~~Nature ~~Subsequent~~of toPercentage ~~Buildings~~Title ~~and~~of ~~Acquisition~~Class ~~Subsidiary~~Beneficial ~~Partnerships'~~Ownership ~~Residential~~Beneficial ~~Property~~Ownership ~~Encumbrances~~of ~~Land~~Class ~~Improvements Improvements~~ ------------- --------------------~~----------------------~~ ------------- -------~~-----~~ ------------- ~~----------------~~General C.V. Bronx Associates, L.P. The Village at Carriage Hills, LTD. Clinton, TN 1,440,469 86,663 1,753,799 134,458 Mountainview Apartments, LTD, Newport, TN 1,023,512 49,918 1,254,182 135,129 The Park Village, Limited Jackson, MS 322,073 44,102 749,940 93,183 River Oaks Apartments, LTD. Oneonta, AL 1,047,927 80,340 1,221,336 87,800 Forrest Ridge Apartments, LTD. Forrest City, AR 1,053,510 36,000 1,016,647 337,101 The Hearthside Limited Dividend Housing Associates Limited Partnership ~~Portage,~~Related MICredit ~~2,740,791~~Properties ~~242,550 4,667,594 126,755 Redemptorist L.P. New Orleans, LA 2,791,904 0 6,497,259 279,736 Manhattan A Associates New York, NY 3,022,478~~ $1,~~092,959 5,991,888 427,468 Broadhurst Willows, L.P. New York, NY 0 102,324 5,151,039 271,304 Weidler Associates Limited Partnership Portland, OR 1,222,231 225,~~000 0capital ~~2,175,715~~contribution ~~Gentle~~- Pines/West Columbia Associates, L.P. Columbia, SC 3,474,221 327,650 4,276,739 (3,763,023) Lake Forest Estates II, LTD. Livingston, AL 947,922 21,623 1,182,480 80,487 Las Camelias L.P. Rio Piedras, PR 6,786,365 249,000 6,400 9,844,078 WPL Associates XIIII Portland, OR (e)(f) 0 0 3,721,763 (3,721,763) Broadway Townhouses L.P. Camden, NJ 10,440,832 163,000 5,120,066 14,430,086 Puerto Rico Historic Zone Limited Dividend Partnership San Juan, PR 4,025,000 0 0 6,536,098 Citrus Meadows Apartments, LTD. Brandenton, FL 7,342,637 610,073 0 9,540,950 Sartain School Venture Philadelphia, PA 1,892,280 3,883 3,486,875 146,954 Driftwood Terrace Associates, LTD. Ft. Lauderdale, FL 6,582,072 270,000 7,753,765 345,795 Holly Hill, LTD. Greenville, TN 1,363,164 50~~,000~~% ~~1,631,820~~Interest ~~157,445~~in ~~Mayfair~~the ~~Apartments~~III LTD. Morristown, TN 1,347,884 50,000 1,614,861 161,725 Foxcroft Apartments LTD. Troy, AL 1,217,216 75,000 1,382,973 149,479 Canterbury Apartments, LTD. Indianola, MS 1,398,179 33,000 1,738,871 114,274 Gross Amount at which Carried at Close of Period ------------------------------------------------ Buildings and Accumulated Subsidiary Partnerships' Residential Property Land Improvements Total Depreciation ------------------------------------------------------- ------------ -------------- ---------------- -------------- C.V. Bronx Associates, L.P. ~~The~~directly ~~Village~~owned at Carriage Hills, LTD. Clinton, TN 90,769 1,884,151 1,974,920 1,014,681 Mountainview Apartments, LTD, Newport, TN 54,024 1,385,205 1,439,229 763,326 The Park Village, Limited Jackson, MS 48,208 839,017 887,225 472,743 River Oaks Apartments, LTD. Oneonta, AL 84,446 1,305,030 1,389,476 533,094 Forrest Ridge Apartments, LTD. Forrest City, AR 40,106 1,349,642 1,389,748 450,432 The Hearthside Limited Dividend Housing Associates Limited Partnership ~~Portage,~~625 MIMadison ~~246,656~~Avenue ~~4,790,243 5,036,899 2,985,591 Redemptorist L.P.~~ New ~~Orleans, LA 4,106 6,772,889 6,776,995 3,423,032 Manhattan A Associates New~~ York, NY ~~1,097,065~~10022 ~~6,415,250~~General ~~7,512,315~~Partnership ~~3,484,583~~Liberty ~~Broadhurst~~GP ~~Willows,~~III LInc.P. ~~New York, NY 106,430 5,418,237 5,524,667 3,272,855 Weidler Associates Limited Partnership Portland, OR 229,106 2,171,609 2,400,715~~ $1,~~122,369 Gentle Pines/West Columbia Associates, L.P. Columbia, SC 331,756 509,610 841,366 85,~~000 ~~Lake~~capital ~~Forest~~contribution ~~Estates~~- ~~II,~~50% ~~LTD.~~Interest Livingston, AL 25,729 1,258,861 1,284,590 492,426 Las Camelias L.P. Rio Piedras, PR 298,878 9,800,600 10,099,478 4,756,845 WPL Associates XIIII Portland, OR (e)(f) 0 0 0 0 Broadway Townhouses L.P. Camden, NJ 167,106 19,546,046 19,713,152 8,485,526 Puerto Rico Historic Zone Limited Dividend Partnership San Juan, PR 156,842 6,379,256 6,536,098 3,098,210 Citrus Meadows Apartments, LTD. Brandenton, FL 812,609 9,338,414 10,151,023 4,892,005 Sartain School Venture Philadelphia, PA 7,989 3,629,723 3,637,712 1,353,578 Driftwood Terrace Associates, LTD. Ft. Lauderdale, FL 274,106 8,095,454 8,369,560 5,089,681 Holly Hill, LTD. Greenville, TN 54,106 1,785,159 1,839,265 938,191 Mayfair Apartments LTD. Morristown, TN 54,106 1,772,480 1,826,586 699,325 Foxcroft Apartments LTD. Troy, AL 79,106 1,528,346 1,607,452 621,582 Canterbury Apartments, LTD. Indianola, MS 37,106 1,849,039 1,886,145 733,090 Life on which Depreciation in ~~Year~~the of625 ~~Latest~~Madison ~~Income~~Avenue ~~Construction/~~directly ~~Date~~owned Statements is Subsidiary Partnerships' Residential Property Renovation Acquired Computed (a)(b) ------------------------------------------------------- ------------- ------------ ----------------- C.V. Bronx Associates, L.P. The Village at Carriage Hills, LTD. Clinton, TN 1990 Mar. 1990 25-40 years Mountainview Apartments, LTD, Newport, TN 1990 Mar. 1990 25-40 years The Park Village, Limited Jackson, MS 1990 Mar. 1990 25-40 years River Oaks Apartments, LTD. Oneonta, AL 1990 Mar. 1990 25-40 years Forrest Ridge Apartments, LTD. Forrest City, AR 1990 Mar. 1990 25-40 years The Hearthside Limited Dividend Housing Associates Limited Partnership ~~Portage, MI 1990 Mar. 1990 15-27.5 years Redemptorist L.P.~~ New ~~Orleans, LA 1990 Mar. 1990 27.5 years Manhattan A Associates New~~ York, NY 1990 Apr. 1990 27.5 years Broadhurst Willows, L.P. New York, NY 1990 Apr. 1990 10-25 years Weidler Associates Limited Partnership Portland, OR 1990 May 1990 15-27.5 years Gentle Pines/West Columbia Associates, L.P. Columbia, SC 1990 June 1990 27.5 years Lake Forest Estates II, LTD. Livingston, AL 1990 June 1990 25-40 years Las Camelias L.P. Rio Piedras, PR 1990 June 1990 27.5 years WPL Associates XIIII Portland, OR (e)(f) 1990 July 1990 27.5 years Broadway Townhouses L.P. Camden, NJ 1990 July 1990 27.5 years Puerto Rico Historic Zone Limited Dividend Partnership San Juan, PR 1990 Aug. 1990 27.5 years Citrus Meadows Apartments, LTD. Brandenton, FL 1990 July 1990 27.5 years Sartain School Venture Philadelphia, PA 1990 Aug. 1990 15-40 years Driftwood Terrace Associates, LTD. Ft. Lauderdale, FL 1989 Sept. 1990 27.5 years Holly Hill, LTD. Greenville, TN 1990 Oct. 1990 25-40 years Mayfair Apartments LTD. Morristown, TN 1990 Oct. 1990 25-40 years Foxcroft Apartments LTD. Troy, AL 1990 Oct. 1990 25-40 years Canterbury Apartments, LTD. Indianola, MS 1990 Oct. 1990 25-40 years10022

As of March 31, 2006, Liberty Associates IV L.P. holds a 1% and .998% (see Item 7 with respect to River Place) limited partnership interest in 42 and 1 Local Partnerships, respectively. Except as set forth in the table below, no person is known by the Partnership to be the beneficial owner of more than 5% of the Limited Partnership Interests or BACs, neither the Liberty General Partner nor any director or executive officer of the Liberty General Partner owns any Limited Partnership Interests or BACs, and neither the Related General Partner nor any director or executive officer of the general partner of the Related General Partner owns any Limited Partnership Interests or BACs. The following table sets forth the number of BACs beneficially owned, as of June 2, 2006, by (i) each BACs holder known to the Partnership to be a beneficial owner of more than 5% of the BACs, (ii) each director and executive officer of the general partner of the Related General Partner and Liberty General Partner and (iii) the directors and executive officers of the general partner of the Related General Partner and Liberty General Partner as a group. Unless otherwise noted, all BACs are owned directly with sole voting and dispositive powers. 144

~~Initial~~Amount ~~Cost~~and toNature ~~Partnership~~of ~~------------------------------~~Name ~~Cost~~of ~~Capitalized~~Beneficial ~~Subsequent~~Owner to(1) ~~Buildings~~Beneficial ~~and~~Ownership ~~Acquisition~~Percent ~~Subsidiary~~of ~~Partnerships'~~Class ~~Residential Property Encumbrances Land Improvements Improvements~~ ------------------------~~-------------------------------~~ ------------- -------~~-----~~ ------------- ---~~-------------~~ ~~C.V.~~Lehigh ~~Bronx~~Tax ~~Associates,~~Credit ~~L.P. Cutler Canal III Associates~~Partners, ~~LTD~~Inc. ~~Miami~~13, ~~FL 7,373,778 1,269,265 0 12,392,962 Jefferson Place L~~127.P.66 ~~Olathe, KS~~ (d2) ~~0 531,063 13,477,553~~ (~~14,008,616~~3) ~~Callaway Village, LTD~~9. ~~Clinton, TN 1,372,052 66,000 1,613,920 132,166 Commerce Square Apartments Associates L.P. Smyrna, DE 2,839,861 303,837 0~~ 4~~,836,103~~% ~~West 132nd Development Partnership New York, NY 1,396,497 0 0 2,641,552 Site H Development Co~~J. ~~Brooklyn,~~Michael NYFried 583,554 0 1,346,000 44,416 L.I.H. Chestnut Associates, L.P. Philadelphia, PA 5,691,108 752,000 693,995 6,417,790 Diamond Phase II Venture Philadelphia, PA 1,772,533 0 0 4,016,758 Bookbindery Associates Philadelphia, PA 1,492,101 0 0 3,865,263 The Hamlet, LTD. Boynton, FL 7,993,405 1,180,482 0 13,~~507,827 Stop 22 Limited Partnership Santurce, PR 9,890,147 0 4,025,481 7,110,062 Knob Hill Apartments, LTD~~127.66 Greenville, TN 1,452,541 75,085 0 1,850,895 Conifer James Street Associates Syracuse, NY 2,011,401 57,034 0 4,551,284 Longfellow Heights Apartments, L.P. Kansas City, MO 3,871,258 0 7,739,692 260,964 Less: Discontinued operations and dispositions (~~6,917,348~~2) (~~1,288,603~~3) (~~34,792,386~~4) (23,855,265) ------------- ------------ ------------ --------------- $ 159,944,368 $ 11,441,671 $148,382,652 $ 107,953,427 ============= ============ ============ =============== Gross Amount at which Carried at Close of Period ------------------------------------------------ Buildings and Accumulated Subsidiary Partnerships' Residential Property Land Improvements Total Depreciation ------------------------------------------------------- ------------ -------------- ---------------- -------------- C9.V.4% ~~Bronx~~Alan ~~Associates, L.~~P. ~~Cutler~~Hirmes ~~Canal III Associates, LTD. Miami, FL 1,273,507 12,388,720~~ 13,~~662,227 4,201,828 Jefferson Place L~~127.P.66 ~~Olathe,~~(2) KS (d3) ~~0 0 0 0 Callaway Village, LTD. Clinton, TN 70,106 1,741,980 1,812,086 699,878 Commerce Square Apartments Associates L.P. Smyrna, DE 307,943~~ (4~~,831,997~~) ~~5,139,940 1,616,102 West 132nd Development Partnership New York, NY 13,106 2,628,446 2,641,552 944,949 Site H Development Co~~9. ~~Brooklyn, NY~~ 4~~,106~~% ~~1,386,310~~Stuart ~~1,390,416 754,700 L~~J.~~I.H.~~ ~~Chestnut~~Boesky ~~Associates~~13, L127.P.66 ~~Philadelphia, PA 759,229 7,104,556 7,863,785~~ (2~~,905,437~~) ~~Diamond Phase II Venture Philadelphia, PA 22,081~~ (3~~,994,677~~) (4~~,016,758~~) ~~1,351,880~~9.4% ~~Bookbindery~~Marc ~~Associates Philadelphia, PA 29,105 3,836,158 3,865,263 1,302,177 The Hamlet, LTD~~D. ~~Boynton,~~Schnitzer FL- ~~1,184,587~~- ~~13,503,722~~Glenn ~~14,688,309 6,467,448 Stop 22 Limited Partnership Santurce, PR 216,918 10,918,625 11,135,543 5,322,941 Knob Hill Apartments, LTD~~F. ~~Greenville,~~Hopps TN- ~~79,190~~- ~~1,846,790~~Teresa ~~1,925,980~~Wicelinski ~~698,480~~- ~~Conifer~~- ~~James~~All ~~Street~~directors ~~Associates~~and ~~Syracuse,~~executive NYofficers 6113,~~139 4,547,179 4,608,318 2,337,215 Longfellow Heights Apartments, L~~127.P.66 ~~Kansas City, MO 206 8,000,450 8,000,656 2,915,915 Less: Discontinued operations and dispositions~~ (~~417,822~~2) (~~11,807,902~~3) (~~12,225,724~~4) ~~(7,320,799)~~9.4% ~~-----------~~of ~~-------------~~the ~~-------------~~general ~~--------------~~partner ~~$11,562,462 $ 256,215,288 $ 267,777,750 $ 121,873,369 =========== ============= ============= ============== Life on which Depreciation in Year~~ of ~~Latest~~the ~~Income~~Related ~~Construction/~~General ~~Date~~Partner ~~Statements~~as ~~is Subsidiary Partnerships' Residential Property Renovation Acquired Computed (~~a~~)(b)~~ ~~-------------------------------------------------------~~group ~~------------- ------------ ----------------- C.V. Bronx Associates, L.P. Cutler Canal III Associates, LTD. Miami, FL 1990 Oct. 1990 40 years Jefferson Place L.P. Olathe, KS~~ (d)six 1990 Oct. 1990 19 years Callaway Village, LTD. Clinton, TN 1990 Nov. 1990 25-40 years Commerce Square Apartments Associates L.P. Smyrna, DE 1990 Dec. 1990 40 years West 132nd Development Partnership New York, NY 1990 Dec. 1990 40 years Site H Development Co. Brooklyn, NY 1990 Dec. 1990 27.5 years L.I.H. Chestnut Associates, L.P. Philadelphia, PA 1990 Dec. 1990 35 years Diamond Phase II Venture Philadelphia, PA 1990 Dec. 1990 40 years Bookbindery Associates Philadelphia, PA 1990 Dec. 1990 40 years The Hamlet, LTD. Boynton, FL 1990 Dec. 1990 27.5 years Stop 22 Limited Partnership Santurce, PR 1990 Dec. 1990 27.5-31.5 years Knob Hill Apartments, LTD. Greenville, TN 1990 Dec. 1990 25-40 years Conifer James Street Associates Syracuse, NY 1990 Dec. 1990 15-27.5 years Longfellow Heights Apartments, L.P. Kansas City, MO 1991 Mar. 1991 15-40 years Less: Discontinued operations and dispositionspersons)

(1) The address for each of the persons in the table is 625 Madison Avenue, New York, New York 10022. (2) As set forth in the Schedule 13D filed by Lehigh Tax Credit Partners L.L.C. ("Lehigh I") and Lehigh Tax Credit Partners, Inc., (the "Managing Member") on June 10, 1997 with the Securities and Exchange Commission (the "Commission") and pursuant to a letter agreement dated April 4, 1997 among the Partnership, Lehigh I and the General Partners (the "Standstill Agreement"), Lehigh I agreed that, prior to April 4, 2007 (the "Standstill Expiration Date"), it will not and it will cause certain affiliates (including Lehigh Tax Credit Partners II L.L.C. ("Lehigh II")) not to (i) acquire, attempt to acquire or make a proposal to acquire, directly or indirectly, more than 45% (including BACs acquired through all other means) of the outstanding BACs, (ii) seek to propose to enter into, directly or indirectly, any merger, consolidation, business combination, sale or acquisition of assets, liquidation, dissolution or other similar transaction involving the Partnership, (iii) make, or in any way participate, directly or indirectly, in any "solicitation" of "proxies" or "consents" (as such terms are used in the proxy rules of the Commission) to vote any voting securities of the Partnership, (iv) form, join or otherwise participate in a "group" (within the meaning of Section 13 (d)(3) of the Securities and Exchange Act of 1934, as amended) with respect to any voting securities of the Partnership, except those affiliates bound by the Standstill Agreement will not be deemed to have violated it and formed a "group" solely by acting in accordance with the Standstill Agreement, (v) disclose in writing to any third party any intention, plan or arrangement inconsistent with the terms of the Standstill Agreement, or (vi) loan money to, advise, assist or encourage any person in connection with any action inconsistent with the terms of the Standstill Agreement. In addition, Lehigh I agreed that, until the Standstill Expiration Date, it will not sell any BACs acquired by it unless the buyer of such BACs agrees to be bound by the Standstill Agreement; provided, however, that Lehigh I may make transfers in the secondary market to any purchaser which represents that following such sale it will not own three percent (3%) or more of the BACs outstanding. By the terms of the Standstill Agreement, Lehigh I also agreed to vote its BACs in the same manner as a majority of all voting BACs holders; provided, however, that Lehigh I is entitled to vote its BACs as it determines with regard to any proposal (i) to remove the General Partners as a general partner of the Partnership or (ii) concerning the reduction of any fees, profits, distributions or allocations for the benefit of the General Partners or their affiliates. The address of each of the Partnership, Lehigh I and the General Partners is 625 Madison Avenue, New York, New York 10022. (3) All of such BACs represent BACs owned directly by Lehigh I and Lehigh II for which the Managing Member serves as managing member. As of June 2, 2006, Lehigh I held 6,458.33 BACs and Lehigh II held 6,520.33 BACs. (4) Each such party serves as a director and executive officer of the Managing Member and owns an equity interest therein, except for J. Michael Fried and Stuart J. Boesky, who own only an economic interest. Item 13. Certain Relationships and Related Transactions The Partnership has and will continue to have certain relationships with the General Partners and its affiliates, as discussed in Item 11 and in Note 8 to the Financial Statements in Item 8, which are incorporated herein by reference thereto. However, there have been no direct financial transactions between the Partnership and the directors and executive officers of the Liberty General Partner or the directors and executive officers of the general partner of the Related General Partner. Item 14. Principal Accountant Fees and Services Audit Fees ---------- The aggregate fees billed by Trien Rosenberg Rosenberg Weinberg Ciullo and Fazzari LLP and its affiliates for professional services rendered for the audit of the Partnership's annual financial statements and for the reviews of the financial statements included in the Partnership's Quarterly Reports on Form 10-Q were $57,200 for both the years ended March 31, 2006 and 2005. Audit Related Fees ------------------ None Tax Fees -------- The aggregate fees billed by Weiser LLP and its affiliates for professional services rendered for the preparation of the Partnership's annual tax returns for the years ended December 31, 2005 and 2004 were $12,000 for both years. 145 All Other Fees -------------- None The Partnership is not required to have, and does not have, a stand alone audit committee. 146 PART IV

~~Cost~~Item of15. ~~Property~~Exhibits, ~~and~~Financial ~~Equipment~~Statement ~~Accumulated~~Schedules ~~Depreciation~~Sequential Page ------------~~------------------------------~~ (a) 1. Financial Statements --------------------~~-----------------------~~ Report of Independent Registered Public Accounting Firm 20 Consolidated Balance Sheets at March 31, 2006 and 2005 118 Consolidated Statements of Operations for the Years Ended March 31, ~~----------------------------------------------------------------------------------------~~2006, 2005 and 2004 ~~2003~~119 Consolidated Statements of Changes in Partners' Deficit for the Years Ended March 31, 2006, 2005 and 2004 ~~2003~~120 Consolidated Statements of Cash Flows for the Years Ended March 31, 2006, 2005 and 2004 121 Notes to Consolidated Financial Statements 123 (a) 2. Financial Statement Schedules ------------- ------------ ----~~--------~~ Report of Independent Registered Public Accounting Firm 153 Schedule I -~~-----------~~ Condensed Financial Information of Registrant 154 Schedule III -~~------------~~ Real Estate and Accumulated Depreciation 157 All other schedules have been omitted because they are not required or because the required information is contained in the financial statements or notes thereto. (a)3. Exhibits --------~~-----~~ ~~Balance~~(3A) atForm ~~beginning~~of Amended and Restated Agreement of ~~period~~Limited $Partnership ~~287,154,294~~of ~~$300,043,519~~Liberty ~~$304,422,304~~Tax ~~$123,219,520~~Credit $Plus ~~124,137,316~~III $L.P. ~~116,934,212~~(attached ~~Additions~~to ~~during~~Prospectus ~~period:~~as ~~Improvements~~Exhibit ~~1,649,756~~A)** ~~1,316,200~~(3B) ~~1,195,300~~Certificate ~~Depreciation~~of ~~expense~~Limited ~~9,023,735~~Partnership ~~10,020,532~~of 10Liberty Tax Credit Plus III L.P.,~~621,390~~ ~~Deductions~~together ~~during~~with ~~period:~~amendments ~~Discontinued~~filed ~~operations~~on ~~and~~November ~~dispositions~~17, 1988** (~~21,026,300~~4) Form of Subscription Agreement (~~14,205,425~~attached to Prospectus as Exhibit B) (~~5,574,085~~10A) Escrow Agreement between Registrant and Bankers Trust Company** (~~10,369,886~~10B) Forms of Purchase Agreements for purchase of Local Partnership Interests** (~~10,938,328~~21) Subsidiaries of the Registrant 148 (~~3,418,286~~31.1) ~~-------------~~Certification ~~------------~~Pursuant to Rule13a-~~-----------~~14(a) or Rule 15d-~~-----------~~14(a) 151 (32.1) Certification Pursuant to Rule 13a-~~------------~~14(b) or rule 15d-~~------------~~14(b) ~~Balance~~and atSection ~~close~~1350 of ~~period~~Title $18 ~~267,777,750~~of ~~$287,154,294~~the ~~$300,043,519~~United ~~$121,873,369~~States $Code ~~123,219,520~~(18 $U.S.C. ~~124,137,316~~1350) ~~=============~~152 ~~============~~** ~~============~~Incorporated ~~============~~herein ~~=============~~by ~~=============~~reference to exhibits filed with Pre-Effective Amendment No. 1 to Liberty Tax Credit Plus III L.P.'s Registration Statement on Form S-11 (Registration No. 33-25732)

147

148 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. LIBERTY TAX CREDIT PLUS III L.P. -------------------------------- (Registrant) By: RELATED CREDIT PROPERTIES III L.P., a General Partner By: Related Credit Properties III Inc., its general partner Date: June 29, 2006 ------------- By: /s/ Alan P. Hirmes ------------------ Alan P. Hirmes Director, President, Chief Executive Officer and Chief Financial Officer By: LIBERTY GP III INC., a General Partner Date: June 29, 2006 ------------- By: /s/ Alan P. Hirmes ------------------ Alan P. Hirmes Director, President, Chief Executive Officer and Chief Financial Officer 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:

CERTIFICATION PURSUANT TO RULE 13a-14(b) OR RULE 15d-14(a) I, Alan P. Hirmes, Chief Executive Officer and Chief Financial Officer of Related Credit Properties III Inc. the general partner of Related Credit Properties III L.P. and of Liberty GP III Inc., each of which is a General Partner of Liberty Tax Credit Plus III L.P. (the "Partnership"), hereby certify that: 1. I have reviewed this annual report on Form 10-K for the year ended March 31, 2006 of the Partnership; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Partnership as of, and for, the periods presented in this report; 4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Partnership and have: a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the Partnership including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared; b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c) evaluated the effectiveness of the Partnership's disclosure controls and procedures and presented in this report my conclusion about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d) disclosed in this report any change in the Partnership's internal control over financial reporting that occurred during the Partnership's fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Partnership's internal control over financial reporting; and 5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the Partnership's auditors and to the controlling entities of the General Partners: a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Partnership's ability to record, process, summarize and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Partnership's internal control over financial reporting. Date: June 29, 2006 ------------- By: /s/ Alan P. Hirmes ------------------ Alan P. Hirmes Chief Executive Officer and Chief Financial Officer Exhibit 32.1 CERTIFICATION PURSUANT TO RULE 13a-14(b) OR RULE 15d-14(b) AND SECTION 1350 OF TITLE 18 OF THE UNITED STATES CODE (18 U.S.C. 1350) In connection with the Annual Report of Liberty Tax Credit Plus III L.P. (the "Partnership") on Form 10-K for the year ended March 31, 2006 as filed with the Securities and Exchange Commission ("SEC") on the date hereof (the "Report"), I, Alan P. Hirmes, Chief Executive Officer and Chief Financial Officer of Related Credit Properties III Inc., the General Partner of Related Credit Properties III, L.P. and of Liberty GP III Inc., each of which is a general partner of the Partnership, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Partnership. A signed original of this written statement required by Section 906 has been provided to the Partnership and will be retained by the Partnership and furnished to the SEC or its staff upon request. By: /s/ Alan P. Hirmes ------------------ Alan P. Hirmes Chief Executive Officer and Chief Financial Officer June 29, 2006 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ------------------------------------------------------- To the Partners of Liberty Tax Credit Plus III L.P. and Subsidiaries (A Delaware Limited Partnership) In connection with our audits of the consolidated financial statements of Liberty Tax Credit Plus III L.P. and Subsidiaries (A Delaware Limited Partnership) included in the Form 10-K as presented in our opinion dated June 22 on page 20, and based on the reports of other auditors, we have also audited supporting Schedule I for the 2005, 2004 and 2003 Fiscal Years and Schedule III at March 31, 2006. In our opinion, and based on the reports of the other auditors, 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 12(a), the consolidated financial statements include the financial statements of four subsidiary partnerships with significant contingencies and uncertainties. The financial statements of these subsidiary partnerships were prepared assuming that they will continue as going concerns. These subsidiary partnerships' net losses aggregated $5,270,116 (Fiscal 2005), $4,847,710 (Fiscal 2004) and $4,383,066 (Fiscal 2003), and their assets aggregated $24,270,982 and $25,919,787 at March 31, 2006 and 2005, respectively. Management's plans in regard to these matters are also described in Note 12(a). The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties. /s/ TRIEN ROSENBERG ROSENBERG ----------------------------- WEINBERG CIULLO & FAZZARI LLP ----------------------------- TRIEN ROSENBERG ROSENBERG WEINBERG CIULLO & FAZZARI LLP New York, New York June 22, 2006 153 LIBERTY TAX CREDIT PLUS III L.P. SCHEDULE I CONDENSED FINANCIAL INFORMATION OF REGISTRANT Summarized condensed financial information of registrant (not including consolidated subsidiary partnerships) CONDENSED BALANCE SHEETS

Investments in subsidiary partnerships are recorded in accordance with the equity method of accounting, under which investments are not reduced below zero. Accordingly, partners' equity on the consolidated balance sheet will differ from partners' equity shown above. 154 LIBERTY TAX CREDIT PLUS III L.P. SCHEDULE I CONDENSED FINANCIAL INFORMATION OF REGISTRANT CONDENSED STATEMENTS OF OPERATIONS

* Includes suspended prior year losses in excess of investment in accordance with the equity method of accounting amounting to $(4,623,090), $(2,214,646) and $(13,138,050) for 2006, 2005, and 2004, respectively. 155 LIBERTY TAX CREDIT PLUS III L.P. SCHEDULE I CONDENSED FINANCIAL INFORMATION OF REGISTRANT CONDENSED STATEMENTS OF CASH FLOWS

156 LIBERTY TAX CREDIT PLUS III L.P. AND SUBSIDIARIES SCHEDULE III REAL ESTATE AND ACCUMULATED DEPRECIATION Partnership Property Pledged as Collateral MARCH 31, 2006

157 LIBERTY TAX CREDIT PLUS III L.P. AND SUBSIDIARIES SCHEDULE III REAL ESTATE AND ACCUMULATED DEPRECIATION Partnership Property Pledged as Collateral MARCH 31, 2006 (continued)

158 LIBERTY TAX CREDIT PLUS III L.P. AND SUBSIDIARIES SCHEDULE III REAL ESTATE AND ACCUMULATED DEPRECIATION Partnership Property Pledged as Collateral MARCH 31, 2006 (continued)

(a) Personal property is depreciated primarily by the straight-line method over the estimated useful life ranging from 5 to 10 years. (b) Since all properties were acquired as operating properties, depreciation is computed using primarily the straight-line method over the estimated useful life determined by the Partnership date of acquisition. (c) The Partnership's Limited Partnership Interest was sold during the fiscal year ended March 31, 2002. (d) The Property and the related assets and liabilities were sold during the fiscal year ended March 31, 2004. (e) The Partnership's Limited Partnership Interest was sold during the fiscal year ended March 31, 2005. (f) These properties are included in discontinued operations for the year ended March 31, 2005. (g) The Property and the related assets and liabilities were sold during the fiscal year ended March 31, 2006. (h) The Partnership's Limited Partnership Interest was sold during the fiscal year ended March 31, 2006. (i) The deed to the property and the related assets and liabilities was transferred in lieu of foreclosure during the fiscal year ended March 31, 2006. (j) These properties are included in discontinued operations for the year ended March 31, 2006. 159 LIBERTY TAX CREDIT PLUS III L.P. AND SUBSIDIARIES SCHEDULE III REAL ESTATE AND ACCUMULATED DEPRECIATION Partnership Property Pledged as Collateral MARCH 31, 2006 (continued)

At the time the local partnerships were acquired by Liberty Tax Credit Plus III L.P., the entire purchase price paid by Liberty Tax Credit Plus III L.P. 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. 160

Filing Compare · LIBERTY TAX CREDIT PLUS III LP