10-K 1 f10k_lib2-2005.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, 2005 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NUMBER 0-24660 LIBERTY TAX CREDIT PLUS II L.P. (Exact name of registrant as specified in its charter) Delaware 13-3458180 ------------------------------- -------------------- (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: Beneficial Assignment Certificates (including underlying Limited Partnership Interests) (Title of Class) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X] Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). 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, 2004 was $(4,125,000), 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 II L.P. (the "Partnership") is a limited partnership which was formed under the laws of the State of Delaware on March 25, 1988. The general partners of the Partnership are Related Credit Properties II L.P., a Delaware limited partnership (the "Related General Partner"), Liberty Associates II L.P., a Delaware limited partnership ("Liberty Associates"), and Liberty GP II Inc. (formerly Shearson Liberty GP II Inc.), a Delaware corporation (the "Liberty General Partner" and together with the Related General Partner and Liberty Associates, the "General Partners"). The general partner of the Related General Partner is Related Credit Properties II Inc., a Delaware corporation. The general partners of Liberty Associates are Related Credit Properties II Inc., and the Liberty General Partner. Liberty Associates is also the special limited partner of the Partnership. On November 17, 2003, CharterMac acquired Related Capital Company, which is the indirect parent of RCC Manager LLC, the sole shareholder of Related Credit Properties II 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 July 20, 1988 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 January 9, 1989 (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 $115,917,500 of gross proceeds of the Offering from 8,431 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") that are eligible for the low-income housing tax credit ("Housing Tax Credit") enacted in the Tax Reform Act of 1986, and to a lesser extent, in Local Partnerships owning properties ("Rehabilitation Projects" and together with the Apartment Complexes, the "Properties") that are eligible for the historic rehabilitation tax credit (the "Historic Rehabilitation Tax Credit" and together with the Housing Tax Credit, the "Tax Credits"). Some of the Apartment Complexes benefit from one or more other forms of federal and state housing assistance. The Partnership's investment in each Local Partnership represents from 20% to 98% of the partnership interests in the Local Partnership. As of March 31, 2005, the Partnership had acquired interests in 27 Local Partnerships and does not anticipate making any additional investments. Through the fiscal year ended March 31, 2005, the property and the related assets and liabilities of four Local Partnerships and the limited Partnership interest of one Local Partnership were sold. See Item 2, Properties. Liberty Associates is the special limited partner in all remaining 22 Local Partnerships, as well as a general partner of the Partnership. Liberty Associates has certain rights and obligations in its role as special limited partner which permit it to execute control over the management and policies of the Local Partnerships. Investment Objectives, Tax Credits ---------------------------------- The investment objectives of the Partnership are to: 1. Entitle qualified BACs holders to Housing Tax Credits (and to a lesser extent Historic Rehabilitation Tax Credits) over the period of the Partnership's entitlement to claim Tax Credits (for each Property, ten years from the date of investment or, if later, the date the Property is placed in service.); 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 the Properties; 4. Provide cash distributions when available from the operations of Properties; and 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 active business income. One of the Partnership's objectives is to entitle qualified BACs holders to Tax Credits over the period of the Partnership's entitlement to claim Tax Credits (for each Property, ten years from the date of investment or, if later, the date the Property is leased to qualified tenants; referred to herein as the "Credit Period"). 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 (the "Compliance Period") commencing at the beginning of the Credit Period. Once a Local Partnership has become eligible to recognize Tax Credits, it may lose such eligibility and suffer an event of "recapture" if (i) the Local Partnership ceases to meet qualification requirements, (ii) there is a decrease in the qualified basis of Property, or (iii) there is a reduction in its 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 Tax Credit Periods expired at various times through December 31, 2003 with respect to the Local Partnerships depending upon when the Tax Credit Period commenced. 2 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, 2005, the Partnership has recorded approximately $5,407,000 as an aggregate loss on impairment of assets or reduction to estimated fair value. While the value of the remaining Tax Credits are 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 met its primary objective of generating Tax Credits for qualified BACs holders. As of March 31, 2005, the Credit Periods for all of the Properties have expired, although 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 a portion of the Tax Credits. The Partnership generated 14,364 and $20,509 in Tax Credits during the 2003 and 2002 Fiscal Years, 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. At this time, there can be no assurance that the Partnership will continue to meet this investment objective. The General Partners generally required, in connection with certain investments in Local Partnerships, that the general partner of the Local Partnership ("Local General Partners") undertake the funding of operating deficits (up to a stated maximum amount) of the Local Partnership during a limited period of time following the Partnership's investment ("Guarantee Period"). As of March 31, 2005, all operating deficit guarantees have expired. Generally the amounts funded pursuant to the operating deficit guarantee (the "Operating Deficit Guarantee") have been treated as Operating Loans, do not bear interest and will be repaid only out of 50% of available cash flow or out of available net sale or refinancing proceeds. See Item 8, Note 8 - Related Party Transactions. As of March 31, 2005, the Partnership has not made any cash distributions from the operations of the Properties. The Partnership does not anticipate providing cash distributions to BACs holders other than distributions of sale or refinancing proceeds upon the disposition of Properties. Accordingly, at this time there can be no assurance that the Partnership will achieve this investment objective. Government Regulations ---------------------- 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 38% of the properties are located in any single state. The Partnership is the beneficiary of certain subsidy agreements pursuant to which the United States Department of Housing and Urban Development ("HUD") subsidizes the amount of rent that the Local Partnerships earn. There are 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 Local 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. Segments -------- The Partnership operates in one segment, which is the investment in multi-family residential properties. Sale of Properties ------------------ The Partnership is currently in the process of disposing of its investments. During the fiscal year ended March 31, 2005, the property and the related assets and liabilities of one Local Partnership and the limited partnership interest in one Local Partnership were sold. Through the fiscal year ended March 31, 2005 the Partnership has disposed of five of its twenty-seven original investments. All gains and losses on sales are included in discontinued operations. On December 30, 2004, the property and the related assets and liabilities of Property Development Associates, L.P. ("Property Development") were sold to an affiliate of the local general partner for $7,097,000, resulting in a Local General Partner distribution of approximately $1,218,000. On September 21, 2004, the Partnership's limited partner interest in Alexis Park Apartments ("Alexis Park") was sold to an unaffiliated third party purchaser for $1,000,000. This amount consisted of $600,000 paid in cash at the closing and $400,000 pursuant to two promissory notes of $200,000 each to the Partnership. Both notes compound interest at 5% and the principal and interest of one note is to be paid annually from 50% of cash flow, with a maturity in five years, when all unpaid principal and interest shall become payable. The principal and interest on the second note is to be paid upon refinancing or sale of the property, but in no event later than 10 years. The sale resulted in a gain of approximately $934,000. On August 15, 2003, the property and the related assets and liabilities of Polynesian Apartments Associates, Ltd. ("Polynesian") were sold to an unaffiliated third party for $2,700,000, resulting in a loss of approximately $287,000. On August 15, 2003, the property and the related assets and liabilities of Seagrape Village Associates, Ltd. ("Seagrape") were sold to an unaffiliated third party for $5,140,000, resulting in a loss of approximately $260,000. 3 On January 18, 2002, the property and the related assets and liabilities of Campeche Isle Apartments, Limited Partnership ("Campeche") were sold to an unaffiliated third party for $4,625,000, resulting in a loss of approximately $45,000. Competition ----------- The real estate business is highly competitive and substantially all of the Properties acquired by the Partnership are subject to 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 business which may compete 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. 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 2. Properties. The Partnership had acquired an interest as a limited partner in 27 Local Partnerships. During the fiscal year ended March 31, 2005, the property and the related assets and liabilities of one Local Partnership and the limited Partnership interest of one Local Partnership were sold. Through the fiscal year ended March 31, 2005, the property and the related assets and liabilities of four Local Partnerships and the limited partnership interest in one Local Partnership were sold. Set forth below is a schedule of these Local Partnerships including certain information concerning the 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. Except for the seven Local Partnerships listed below, the following is the allocation of ownership percentage for each of the Local Partnerships: Local General Partner 1% Special Limited Partner 1% Limited Partner - Liberty Tax Credit Plus II L.P. 98%

Local ~~General~~ Special Liberty Tax Other General Partner(s) Limited Partner Credit Plus II L.P. Limited Partners* ------------------ ----------------- ------------------- ----------------- Concourse Artists 1% 1% 19% 79% Grand Concourse 1% 1% 19% 79% Robin Housing 1% 1% 19% 79% Willoughby-Wyckoff 1% 1% 19% 79% Penn Alto 1% 1% 78.4020% 19.6080% United Glen Arden I 1% 1% 73.52% 24.48% Property Development Associates ** 1% 1% 66.33% 31.67%

* Each is an affiliate of the Partnership with the same management. ** Sold on December 30, 2004. 4 Local Partnership Schedule --------------------------

~~Name and Location~~ % of Units Occupied at May 1, Name and Location -------------------------------------- (Number of Units) Date Acquired 2005 2004 2003 2002 2001 ~~2000 1999~~ ----------------------------------------------- -------------- ------ ------ ------ ------ ------ Polynesian Apartments Associates, Ltd. (a Limited Partnership) Homestead, FL (84) July 1988 (b) (b) 98 99 99 ~~96 99~~ Seagrape Village Associates, Ltd. (a Limited Partnership) Homestead, FL (112) July 1988 98(b) 99(b) 98 9899 98 Metropolitan Towers Associates, L.P. Rio Piedras, PR (150) December 1988 91 98 9996 91 98 99 Westminster Place II - Olive Site, L.P. St. Louis, MO (84) October 1988 98 98 94 93 93 ~~93 95~~ Property Development Associates, L.P. Kansas City, MO (232) December 1988 (c) 82 81 78 84 ~~94 97~~ Whittier Plaza Associates Limited Partnership St. Louis, MO (27) December 1988 89 100 96 100 89 96 100 United-Glen Arden I Limited Partnership Glen Arden, MD (354) December 1988 94 95 97 98 98 ~~97 96~~ United-Glen Arden II Limited Partnership Glen Arden, MD (238) December 1988 9896 99 99 98 9899 99 Rolling Green Limited Partnership Chicago, IL (224) December 1988 93 99 95 90 96 ~~90 75~~ Santa Juanita II Limited Partnership Bayamon, PR (46) December 1988 91 96 100 100 93 ~~100 97~~ Spring Creek Associates, L.P. (a Delaware Limited Partnership) Brooklyn, NY (582) December 1988 98 98100 98 98 98 East Two Thirty-Five Associates (a Delaware Limited Partnership) New York, NY (17) December 1988 ~~100~~94 ~~100~~94 100 100 100 Upper Fifth Avenue Residential Associates, L.P. New York, NY (151) January 1989 9794 ~~100~~98 9997 100 99 West 107th Street Associates, L.P. (a Delaware Limited Partnership) New York, NY (25) January 1989 100 100 100 100 100 General Atlantic Second Avenue Associates, L.P. (a Delaware Limited Partnership) New York, NY (18) January 1989 100 ~~100~~94 100 100 100 Church Lane Associates Germantown, PA (40) February 1989 100 ~~100~~ 98 95100 100 98 Campeche Isle Apartments Limited Partnership Galveston, TX (208) May 1989 (*a) (*a) 96(a) 85(a) 8796 Robin Housing Associates (a Limited Partnership) Bronx, NY (100) November 1988 96 99 96 98 93 Concourse Artists Housing Associates (a Limited Partnership) Bronx, NY (23) November 1988 100 96 96 100 96 2051 Grand Concourse Housing Associates (a Limited Partnership) Bronx, NY (63) November 1988 97 95 98 91 100 Willoughby-Wyckoff Housing Associates (a Limited Partnership) Brooklyn, NY (68) November 1988 93 94 99 100 87 Goodfellow Place Limited Partnership St. Louis, MO (71) May 1989 90 94 97 93 92 Penn Alto Associates Limited Partnership Altoona, PA (150) June 1989 90 83 84 83 82 Gramco Development Limited Dividend Partnership, L.P. Bayamon, PR (300) July 1989 92 92 98 98 98 Alexis Park Apartments A Louisiana Partnership in Commendam Bossier City, LA (280) July 1989 (d) 91 96 86 86 Williamsburg Residential, L.P. Wichita, KS (76) August 1989 90 76 81 93 100 Victory Apartments Chicago, IL (107) September 1989 100 95 94 94 95

5 (a) The property and the related assets and liabilities were sold during the fiscal year ended March 31, 2002 (see Item 7 below). (b) The property and the related assets and liabilities were sold during the fiscal year ended March 31, 2004 (see Item 7 below). (c) The property and the related assets and liabilities was sold during the fiscal year ended March 31, 2005 (see Item 7 below). (d) The Limited Partnership Interest was sold during the fiscal year ended March 31, 2005 (see Item 7 below). All leases are generally for periods not exceeding one to two years and no tenant occupies more than 10% of the rentable square footage. Rents from commercial tenants (to which average rental per square foot applies) comprise less than 5% of the rental revenues of the Partnership. Maximum rents for the residential units are determined annually by HUD and reflect increases/decreases in consumer price indices in various geographic areas. Market conditions, however, determine the amount of rent actually charged. Management periodically reviews the physical state of the Properties and suggests to the respective Local General Partners budget improvements, which are generally funded from cash flow from operations or release of replacement reserve escrows to the extent available. Management periodically reviews the insurance coverage of the Properties and subject to budget constraints recommends to the respective Local General Partners additional coverage if warranted. Management believes that coverage is presently adequate. See Item 1, Business, above for the general competitive conditions to which the Local Partnerships and 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 included herein. Item 3. Legal Proceedings This information is incorporated by reference to the discussion of Alexis Park Apartments contained under the heading "Results of Operations of Certain Local Partnerships" in Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations. Item 4. Submission of Matters to a Vote of Security Holders None PART II Item 5. Market for the Registrant's Common Equity, Related Security Holder Matters and Issuer Purchases of Equity Securities The Partnership has issued and outstanding 115,917.5 Limited Partnership Interests, each representing a $1,000 capital contribution to the Partnership, or an aggregate capital contribution of $115,917,500. All of the issued and outstanding Limited Partnership Interests have been issued to Liberty Credit Assignor Inc. (the "Assignor Limited Partner"), which has in turn issued 115,917.5 BACs to the purchasers thereof for an aggregate purchase price of $115,917,500. Each BAC represents all of the economic and virtually all of the ownership rights attributable to 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 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 public trading market. Because of the provisions of the Revenue Act of 1987, unless there are further changes in such law, 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 May 4, 2005, the Partnership had 8,518 registered holders of an aggregate of 115,917.5 BACs. All of the Partnership's general partnership interests, representing an aggregate capital contribution of $2,000, are held by the three General Partners. There are no material provisions in the Partnership Agreement that restrict the ability of the Partnership to make distributions. However, the Partnership has not made any distributions to BACs holders as of March 31, 2005. The Partnership does not anticipate providing cash distributions to BACs holders other than distributions of sale or refinancing proceeds upon the disposition of Properties. 6 Item 6. Selected Financial Data The information set forth below presents selected financial data of the Partnership. Additional financia information is set forth in the audited financial statements in Item 8 hereof.

~~Name~~Years ~~and~~Ended ~~Location~~March ~~% of Units Occupied at May 1~~31, -------------------------------------------------------------------------------- ~~(Number~~OPERATIONS of2005 ~~Units)~~2004* ~~Date Acquired~~ 2003* 2002* 2001* ~~2000~~------------------------------- ~~1999~~------------ ------------ ------------ ------------ ------------ Revenues $ 19,949,527 $ 19,444,868 $ 19,522,826 $ 19,684,981 $ 19,413,526 Operating expenses (25,667,714) (25,949,560) (25,959,956) (25,900,048) (24,815,895) ------------ ------------ ------------ ------------ ------------ ~~Concourse~~Loss ~~Artists~~from ~~Housing~~operations ~~Associates~~before (aminority ~~Limited~~interest ~~Partnership~~and extraordinary items (5,718,187) ~~Bronx~~(6,504,692) NY(6,437,130) (236,215,067) ~~November~~(5,402,369) ~~1988~~Minority 96interest ~~100~~in 96loss 96of 96subsidiaries ~~2051~~from ~~Grand~~operations ~~Concourse~~35,139 ~~Housing~~157,199 ~~Associates~~54,728 77,927 95,388 Income (aloss) ~~Limited~~from ~~Partnership~~discontinued operations including gain (loss) ~~Bronx~~on sale and minority interest 1,059,225 NY(1,122,509) (631,578,975) ~~November~~(1,848,508) ~~1988~~(2,311,758) 98Extraordinary 91item ~~100~~- 95forgiveness 97of ~~Willoughby~~indebtedness 0 0 0 1,802,622 695,154 -~~Wyckoff~~----------- ~~Housing~~------------ ~~Associates~~------------ ------------ ------------ Net loss $ (a4,623,823) ~~Limited~~$ ~~Partnership~~(7,470,002) ~~Bronx~~$ (7,961,377) NY$ (686,183,026) ~~November~~$ ~~1988~~(6,923,585) 99============ ~~100~~============ 87============ 87============ 91============ ~~Goodfellow~~Per ~~Place~~unit ~~Limited~~amounts: ~~Partnership~~Loss Stfrom operations before extraordinary item per BAC $ (48.54) ~~Louis,~~$ MO(54.21) $ (7154.50) ~~May~~$ ~~1989~~(52.40) 97$ 93(45.33) 92Income 92(loss) 99from ~~Penn~~discontinued ~~Alto~~operations ~~Associates~~including ~~Limited~~gain ~~Partnership~~(loss) ~~Altoona,~~on PAsale and minority interest per BAC 9.05 (~~150~~9.59) ~~June~~(13.49) ~~1989~~(15.79) 84(19.74) 83Extraordinary 82item 82per 89BAC ~~Gramco~~0 ~~Development~~0 ~~Limited~~0 ~~Dividend~~15.40 ~~Partnership,~~5.94 L------------ ------------ ------------ ------------ ------------ Net loss per BAC $ (39.P49) $ (63.80) ~~Bayamon,~~$ PR(67.99) $ (~~300~~52.80) ~~July~~$ ~~1989~~(59.13) 98============ 98============ 98============ 96============ 99============ ~~Alexis~~Years ~~Park~~Ended ~~Apartments~~March A31, ~~Louisiana~~------------------------------------------------------------------------------- ~~Partnership~~FINANCIAL inPOSITION ~~Commendam~~2005 ~~Bossier~~2004 ~~City~~2003 2002 2001 ------------------------------- ------------ ------------ ------------ ------------ ------------ Total assets $121,633,650 LA$138,055,440 ~~(280)~~$153,051,595 ~~July~~$163,751,533 ~~1989~~$172,524,072 96============ 86============ 86============ 90============ 93============ ~~Williamsburg~~Total ~~Residential~~liabilities $127,239,339 ~~L.P.~~$137,513,369 ~~Wichita~~$144,869,224 KS$147,385,098 ~~(76)~~$149,472,020 ~~August~~============ ~~1989~~============ 81============ 93============ ~~100~~============ 70Minority 92interest ~~Victory~~$ ~~Apartments~~561,850 ~~Chicago~~$ 2,123,287 IL$ 2,293,585 $ 2,516,272 $ 3,018,863 ============ ============ ============ ============ ============ Total partners' (~~107~~deficit) ~~September~~capital ~~1989~~$ 94(6,167,539) 94$ 95(1,581,216) 93$ 935,888,786 $ 13,850,163 $ 20,033,189 ============ ============ ============ ============ ============

* Reclassified for comparative purposes. During the years ended March 31, 2001 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, 2004 and 2005, total assets and liabilities decreased primarily due to the sale of Local Partnerships. 7 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations Liquidity and Capital Resources ------------------------------- The Partnership's capital has been invested in twenty-seven Local Partnerships. During the fiscal year ended March 31, 2005, the property and the related assets and liabilities of one Local Partnership and the limited partnership interest in one Local Partnership were sold. Through the fiscal year ended March 31, 2005, the properties and the related assets and liabilities of four Local Partnerships were sold and the limited partnership interest in one Local Partnership was sold. For a discussion of these sales, see Sale of Properties (Note 10 in Item 8). Short-Term ---------- During the year ended March 31, 2005, 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. During the year ended March 31, 2005, cash distributions of approximately $4,000 were received by the Partnership from operations of the Local Partnerships. Additionally, during the year ended March 31, 2005, approximately $1,000,000 of sales proceeds were received by the Partnership from the sale of Local Partnerships, which includes two promissory notes of $200,000 each. The Partnership is not expected to have access to additional sources of financing, and in particular will not have the ability to access BACs holders for additional capital contributions to provide capital if needed by the Partnership. There can be no assurance that additional funds will be available to the Partnership or any Local Partnership, nor that, if any Property is sold, the proceeds of the sale will be sufficient to pay outstanding balances due on mortgage loans or other outstanding indebtedness to which the Property is subject. During the years ended March 31, 2005, 2004 and 2003, respectively, cash distributions received from operations of the Local Partnerships were approximately $4,000, $42,000 and $156,000. The General Partners believe that cash distributions received from the operations of the Local Partnerships are sufficient to fund the Partnership's ongoing operations for the foreseeable future (assuming the General Partners continue to defer payment of their management fees). During the year ended March 31, 2005, cash and cash equivalents of the Partnership and its consolidated Local Partnerships increased approximately $1,104,000. This increase was due to cash provided by operating activities ($2,489,000), proceeds from sale of properties ($600,000), an increase in due to selling partners ($127,000), a net increase in due to local general partners and affiliates ($35,000), an increase in capitalization of consolidated subsidiaries attributable to minority interest ($246,000) and a decrease in cash held in escrow ($276,000) which exceeded an increase in deferred costs ($123,000), acquisitions of property and equipment ($1,189,000) and repayments of mortgage notes ($1,357,000). In the adjustments to reconcile the net loss to net cash provided by operating activities are loss from discontinued operations ($1,059,000) and depreciation and amortization ($5,804,000). Total expenses for the years ended March 31, 2005, 2004 and 2003, excluding depreciation and amortization, interest and general and administrative - related parties, totaled $13,227,309, $13,780,748 and $12,238,127, respectively. Accounts payable and other liabilities totaled $4,052,837 and $6,048,246, respectively, which are comprised of the following amounts:

~~Year Ended~~ March 31, ------------------------------~~------------------------------------------------~~ ~~OPERATIONS~~2005 ~~2003~~2004 ~~2002 2001 2000 1999~~ ---------- ------------ ~~------------~~Accounts ~~------------~~payable ~~------------ ------------ Revenues~~ $ 273,~~239~~180,~~534~~337 $ 294,~~319~~871,~~132~~140 $Security ~~28,153,009~~deposits $payable 27872,~~104,148~~500 $ 26,705,795 Operating expenses (35,399,924) (37,441,863) (36,010,097) (35,347,234) (35,058,033) ------------ ------------ ------------ ------------ ------------ Loss before minority interest and extraordi- nary items (8,160,390) (8,122,731) (7,857,088) (8,243,086) (8,352,238) Minority interest in loss of subsidiaries 199,013 137,083 238,349 254,205 414,579 Extraordinary item - forgiveness of indebtedness 0 1,~~802~~177,~~622~~106 ~~695,154 0 0~~ ------------ ------------ ------------ ------------ ------------ Net loss $ (7,961,377) $ (6,183,026) $ (6,923,585) $ (7,988,881) (7,937,659) ============ ============ ============ ============ ============ Per unit amounts: Loss before extraordinary item per BAC (67.99) (68.20) (65.07) (68.23) (67.79) Extraordinary item per BAC 0 15.40 5.94 0 0 ------------ ------------ ------------ ------------ ------------ Net loss per BAC $ (67.99) $ (52.80) $ (59.13) $ (68.23) $ (67.79) ============ ============ ============ ============ ============ Year Ended March 31, ------------------------------------------------------------------------------ FINANCIAL POSITION 2003 2002 2001 2000 1999 ------------------ ------------ ------------ ------------ ------------ ------------ Total ~~assets~~accounts ~~$153,051,595~~payable $163,751,533 $172,524,072 $180,071,778 $185,526,512 ============ ============ ============ ============ ============ Total liabilities $144,869,224 $147,385,098 $149,472,020 $149,572,808 $146,563,631 ============ ============ ============ ============ ============ Minority interest $ 2,293,585 $ 2,516,272 $ 3,018,863 $ 3,542,196 $ 4,~~017~~052,~~226~~837 ~~============ ============ ============ ============ ============ Total partners' capital~~ $ 56,~~888~~048,~~786~~246 ~~$ 13,850,163 $ 20,033,189 $ 26,956,774 $ 34,945,655~~ ============ ==========~~== ============ ============ ============~~

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. Security deposits payable are offset by cash held in security deposits, which are included in "Cash held in escrow" on the financial statements. Accrued interest payable as of March 31, 2005 and 2004 was $1,862,461 and $1,900,641, 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 indicated in the above table 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. Partnership management fees owed to the General Partners amounting to approximately $14,088,000 and $12,713,000 were accrued and unpaid as of March 31, 2005 and 2004, respectively. Without the General Partners' continued accrual without payment of these fees, 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. 8 Long-Term --------- 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 are 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 result in recapture of Tax Credits if the investment is lost before the expiration of the 15-year compliance period during which the Properties must comply with various rent and other restrictions. 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 diversification of the portfolio may not protect against a general downturn in the national economy. Tabular Disclosure of Contractual Obligations --------------------------------------------- The following table summarizes the Partnership's commitments as of March 31, 2005 to make future payments under its debt agreements and other contractual obligations.

~~Selected~~Less ~~Quarterly~~than ~~Financial~~1 ~~Data (Unaudited)~~ -~~--------------------------------------------~~ ~~Quarter~~3 ~~Ended~~3 -~~-------------------------------------------------------------~~5 ~~OPERATIONS~~More ~~June~~than ~~30,~~Total ~~September~~1 ~~30,~~Year ~~December~~Years ~~31,~~Years ~~March~~5 ~~31,~~Years ~~2002 2002 2002 2003~~ ---------- -~~-----------~~ ------------- ------------ ------------ ~~Revenues $ 6,725,438 $ 6,809,809 $ 6,845,034 $ 6,859,253 Operating expenses (8,363,754) (9,265,411) (9,188,186) (8,582,573)~~ ------------ ~~-------------~~Mortgage ~~------------~~notes ~~------------~~payable ~~Loss before minority interest and extraordinary~~ (~~1,638,316~~a) ~~(2,455,602) (2,343,152) (1,723,320) items Minority interest in loss of subsidiaries 79,132 37,094 3,625 79,162 Net loss~~ $ (165,~~559~~591,~~184)~~884 $ (2,~~418~~437,~~508)~~735 $ (24,~~339~~798,~~527)~~474 $ (1,644,158) ============ ============= ============ ============ Per unit amounts: Net loss per BAC $ (13.32) $ (20.66) $ (19.98) $ (14.04) ============ ============= ============ ============ Quarter Ended --------------------------------------------------------------- OPERATIONS June 30, September 30, December 31, March 31, 2001 2001 2001 2002 ------------------ ------------ ------------- ------------ ------------ Revenues $ 6,989,769 $ 6,980,400 $ 6,978,241 $ 8,370,722 Operating ex- penses (8,907,267) (9,055,067) (9,008,739) (10,470,790) ------------ ------------- ------------ ------------ Loss before minor- ity interest and extraordinary items (1,917,498) (2,~~074~~738,~~667)~~087 (2,030,498) (2,100,068) Minority interest in loss (income) of subsidiaries 86,713 63,344 23,988 (36,962) Extraordinary item - forgive- ness of indebted- ness income 0 1,802,622 0 0 ------------ ------------- ------------ ------------ Net loss $ (155,~~830~~617,~~785)~~588 ~~$ (208,701) $ (2,006,510) $ (2,137,030)~~ ============ ============= ============ ============ ~~Per unit amounts: Loss before ex- traordinary item per BAC $ (15.64) $ (17.18) $ (17.13) $ (18.25) Extraordinary item per BAC 0 15.40 0 0~~ ===========~~= ============= ============ ============ Net loss per BAC $ (15.64) $ (1.78) $ (17.13) $ (18.25) ============ ============= ============ ============~~

(a) The mortgage notes are payable in aggregate monthly installments of approximately $399,000 including principal and interest at rates varying from 1% to 15% per annum, through 2042. Each subsidiary partnership's mortgage note payable is collateralized by the land and buildings of the respective subsidiary partnership and the assignment of certain subsidiary partnership's rents and leases and is without further recourse. Off Balance Sheet Arrangements ------------------------------ The Partnership has no off-balance sheet arrangements. Critical Accounting Policies ---------------------------- 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 to the consolidated financial statements in this annual report on Form 10-K. 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 (SFAS) No. 144 "Accounting for the Impairment or Disposal of Long-Lived Assets". A loss on impairment of assets is recorded when management estimates amounts recoverable through future operations and sale of the Property on an undiscounted basis are below depreciated cost. 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. During the year ended March 31, 2005, the Partnership did not record a loss on impairment of assets. Through March 31, 2005, the Partnership has recorded approximately $5,407,000 as a loss on impairment of assets. In accordance with FASB 144 "Accounting for the Impairment or Disposal of Long-Lived Assets", 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 Partnership 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 financials 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. There were two assets classified as property and equipment-held for sale at March 31, 2005, Rolling Green Limited Partnership ("Rolling Green") and Upper Fifth Avenue Residential Associates, L.P. ("Upper Fifth"). See Note 12 regarding discontinued operations. A loss on impairment of assets is recorded when management estimates amounts recoverable through future operations and sale of the property on an undiscounted basis are below depreciated cost. At that time property investments 9 themselves are reduced to estimated fair value (generally using discounted cash flows). 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 charged to tenants' accounts receivable if not received by the due date. Rental payments received in advance of the due date are deferred until earned. Rental subsidies are recognized as rental income during the month in which it is earned. Other revenues are recorded when earned and consist of the following items: Interest income earned on cash and cash equivalent balances and cash held in escrow balances, income from forfeited security deposits, late charges, laundry and vending income and other rental related items. Other revenues from operations include the following amounts at both the Partnership and Local Partnership level:

Years Ended March 31, --------------------------- ~~2003 2002~~ ------------- ~~------------~~2005 ~~ASSETS~~2004 ~~Property~~2003 ~~and equipment, at cost, less accumulated depreciation (Notes 2, 4 and 7) $136,014,414 $142,589,875 Property and equipment~~ - held for sale, less accumulated depreciation (Notes 2, 4 and 7) 0 4,420,312 Cash and cash equivalents (Notes 2, 3 and 11) 1,577,939 1,253,722 Cash held in escrow (Notes 2, 3 and 5) 8,395,528 7,386,866 Deferred costs - ~~less accumulated amortization (Notes 2 and 6) 2,516,958 3,327,867 Other assets 4,546,756 4,772,891~~ ------ ------ -- ---------- ~~Total~~Interest ~~assets~~ $~~153~~132,~~051,595~~210 $~~163~~111,~~751,533~~060 ~~============ ============ LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) Liabilities Mortgage notes payable (Notes 3 and 7)~~ $~~104~~140,~~624,793~~010 ~~$108,447,287~~Other ~~Accounts payable and other liabilities (Note 11) 7~~665,~~513,253~~510 7653,~~865,635~~571 ~~Due to local general partners and affiliates (Note 8) 16~~588,~~444,523~~240 ~~16,732,003 Due to general partners and affiliates (Note 8) 13,829,040 11,990,078 Due to selling partners 2,457,615 2,350,095~~ --------~~----~~ --------~~----~~ ~~Total liabilities 144,869,224 147,385,098~~ --------~~----~~ ------------ Minority interests (Note 2) 2,293,585 2,516,272 ------------ ------------ Commitments and contingencies (Notes 8 and 11) Partners' capital (deficit) Limited partners ( 115,917.5 BACs issued and outstanding) (Note 1) 6,860,582 14,742,345 General partners (971,796) (892,182) ------------ ------------ Total ~~partners'~~other ~~capital~~revenue ~~(deficit) 5~~$797,~~888,786~~720 ~~13,850,163 ------------ ------------ Total liabilities and partners' capital (deficit)~~ $~~153~~764,~~051,595~~631 $~~163~~728,~~751,533~~250 ======== ==== ==== ========

Other revenues from discontinued operations include the following amounts at both the Partnership and Local Partnership level:

~~Year~~Years Ended March 31, ---------------------------------------- ~~2003~~2005 ~~2002~~2004 ~~2001~~2003 --------~~----~~ --------~~---~~ --------~~---~~ ~~Revenues~~Interest ~~Rental income~~ $ ~~26,351,826~~0 $~~27,011,085~~ ~~$26,422,668 Other (Note 11) 932,591 2,308,047~~ 1,~~730,341~~610 ~~Loss~~$ on sale of property (Note 10) (44,883) 0 0 ------------ ----------- ----------- 27,239,534 29,319,132 28,153,009 ------------ ----------- ----------- Expenses General and administrative 5,809,535 6,389,195 6,253,104 General and administrative-related parties (Note 8) 2,~~545,072~~224 ~~2,571,815~~Other 2896,~~615,250~~917 ~~Repairs and maintenance 6~~200,~~189,051~~741 6202,~~235,426~~117 5,684,571 Operating and other 2,785,744 3,433,542 2,918,215 Real estate taxes 1,141,269 1,174,277 1,129,435 Insurance 1,671,901 1,379,465 1,208,689 Financial, primarily interest 6,462,890 7,516,734 8,094,388 Depreciation and amortization 8,794,462 8,061,598 8,106,445 Loss on impairment of assets (Notes 2 and 4) 0 679,811 0 --------~~----~~ --------~~---~~ --------~~---~~ Total ~~expenses~~other ~~35,399,924~~revenue 37,441,863 36,010,097 ------------ ----------- ----------- Loss before minority interest and extraordinary item (8,160,390) (8,122,731) (7,857,088) Minority interest in loss of subsidiaries 199,013 137,083 238,349 ------------ ----------- ----------- Loss before extraordinary item (7,961,377) (7,985,648) (7,618,739) Extraordinary item-forgiveness of indebtedness income (Note 7) 0 1,802,622 695,154 ------------ ----------- ----------- Net loss $ (7896,~~961,377)~~917 $(6202,~~183,026)~~351 $(6204,~~923,585)~~341 ========~~====~~ ========~~====~~ =========== Limited partners share: Loss before extraordinary item $(7,881,763) $(7,905,792) $(7,542,552) Extraordinary item 0 1,784,596 688,203 ------------ ----------- ----------- Net loss - limited partners $ (7,881,763) $(6,121,196) $(6,854,349) ============ =========== =========== Number of BACs outstanding 115,917.5 115,917.5 115,917.5 ============ =========== =========== Loss before extraordinary item per BAC $ (67.99) $ (68.20) $ (65.07) Extraordinary item per BAC 0 15.40 5.94 ------------ ----------- ----------- Loss per BAC $ (67.99) $ (52.80) $ (59.13) ============ =========== ===========

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. New Accounting Pronouncements ----------------------------- On December 16, 2004, the FASB issued Statements of Financial Accounting Standards ("SFAS") No. 153, Exchanges of Nonmonetary Assets - An Amendment of APB Opinion No. 29 ("SFAS No. 153"). The amendments made by SFAS No. 153 are based on the principle that exchanges of nonmonetary assets should be measured based on the fair value of the assets exchanged. Further, the amendments eliminate the narrow exception for nonmonetary exchanges of similar productive assets and replace it with a broader exception for exchanges of nonmonetary assets that do not have "commercial substance." SFAS No. 153 is effective for nonmonetary asset exchanges occurring in fiscal periods beginning after June 15, 2005. The Partnership does not believe that the adoption of SFAS No. 153 on June 15, 2005 will have a material effect on the Partnership's consolidated financial statements. In January 2003, the Financial Accounting Standards Board ("FASB") issued FASB Interpretation No. 46, "Consolidation of Variable Interest Entities" ("FIN 46"). FIN 46 is applicable immediately for variable interest entities created after January 31, 2003. For variable interest entities created before February 1, 2003, the provisions of FIN 46 were applicable no later than December 15, 2003. The Partnership has not created any variable interest entities after January 31, 2003. In December 2003, the FASB redeliberated certain proposed modifications and revised FIN 46 ("FIN 46 (R)"). The revised provisions were applicable no later than the first reporting period ending after March 15, 2004. The adoption of FIN 46 (R) did not have a material impact on the Partnership's financial reporting and disclosures. In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity". SFAS No. 150 changes the accounting for certain financial instruments that, under previous guidance, could be classified as equity or "mezzanine" equity, by now requiring those instruments to be classified as liabilities (or assets in some circumstances) in the Consolidated Balance Sheets. Further, SFAS No. 150 requires disclosure regarding the terms of those instruments and settlement alternatives. The guidance in SFAS No. 150 generally was effective for all financial instruments entered into or modified after May 31, 2003, and was otherwise effective at the beginning of the first interim period beginning after June 15, 2003. The Partnership has evaluated SFAS No. 150 and determined that it does not have an impact on the Partnership's financial reporting and disclosures. Results of Operations --------------------- The following is a summary of the results of operations of the Partnership for the years ended March 31, 2005, 2004 and 2003 (the 2004, 2003 and 2002 Fiscal Years, respectively). The majority of the Local Partnerships' revenues continue to be in the form of rental income with the corresponding expenses divided among operations, depreciation and mortgage interest. The Partnership had originally invested in 27 Local Partnerships. As of March 31, 2005, Property Development, Polynesian, Seagrape and Campeche sold their properties and the related assets and liabilities and Alexis Park sold its limited partnership interest. As of March 31, 2005, Rolling Green Limited 10 Partnership ("Rolling Green") and Upper Fifth Avenue Residential Associates, L.P. ("Upper Fifth") are classified as assets held for sale and are included in discontinued operations (see Note 12). The net loss for the 2004, 2003 and 2002 Fiscal Years totaled $4,623,823, $7,470,002 and $7,961,377, respectively. The Partnership no longer continues to meet its primary objective of generating Tax Credits for qualified BACs holders. The Partnership generated $14,364 and $20,509 in Tax Credits during the 2003 and 2002 Fiscal Years, respectively. 2004 vs. 2003 ------------- Rental income increased approximately 3% for the 2004 Fiscal Year as compared to the 2003 Fiscal Year, primarily due to rental rate increases. Total expenses, excluding taxes, remained fairly consistent with a decrease of approximately 1% for the 2004 Fiscal Year as compared to the 2003 Fiscal Year. Taxes increased approximately $91,000 for the 2004 Fiscal Year as compared to the 2003 Fiscal Year, primarily due to an increase in the annual real estate taxes at one Local Partnership, an increase in the annual real estate taxes and an increase in personal property payments made at a second Local Partnership and an increase in the assessed market value of the property at a third Local Partnership. 2003 vs. 2002 ------------- Rental income decreased approximately 1% for the 2003 Fiscal Year as compared to the 2002 Fiscal Year. Total expenses, excluding operating, repairs and maintenance, insurance, financial and depreciation and amortization, increased approximately 6% for the 2003 Fiscal Year as compared to the 2002 Fiscal Year. Repairs and maintenance increased approximately $718,000 for the 2003 Fiscal Year as compared to the 2002 Fiscal Year primarily due to sealing the building foundation at one Local Partnership, increased security costs, painting and wall repairs at a second Local Partnership and increased security costs and fire damage related repairs at a third Local Partnership. Operating and other increased approximately $228,000 for the 2003 Fiscal Year as compared to the 2002 Fiscal Year primarily due to an increase in natural gas, water and sewer costs at several Local Partnerships. Insurance increased approximately $168,000 for the 2003 Fiscal Year as compared to the 2002 Fiscal Year primarily due to an increase in premiums at the Local Partnerships. Financial decreased approximately $516,000 for the 2003 Fiscal Year as compared to the 2002 Fiscal Year primarily due to mortgage refinancings at three Local Partnerships in the prior year. Depreciation and amortization decreased approximately $1,054,000 for the 2003 Fiscal Year as compared to the 2002 Fiscal Year primarily due to the write-off of deferred financing fees relating to refinancings at three Local Partnerships in 2002. Results of Operations of Certain Local Partnerships --------------------------------------------------- (a) Subsidiary Partnerships - Going Concerns and Uncertainties Whittier Plaza Associates ------------------------- The financial statements for Whittier Plaza Associates Limited Partnership ("Whittier") have been prepared assuming that Whittier will continue as a going concern. Whittier has sustained continuous losses since commencement of operations in 1988. Whittier has experienced higher vacancies and lower rents than those originally projected, resulting in increased difficulty in meeting both operating and debt service obligations. The Local General Partner, pursuant to a development deficit guarantee agreement, has advanced approximately $21,000 and $8,000 in the 2004 and 2003 Fiscal Years, respectively, and approximately $489,000 since 1988 to fund operating cash shortfalls. In addition, Whittier's management company, an affiliate of the Local General Partner, has deferred receipt of various fees since 1991 totaling approximately $107,000. These items raise substantial doubt about Whittier's ability to continue as a going concern. The Partnership's investment in Whittier at March 31, 2005 and 2004 was reduced to zero as a result of prior years' losses and the minority interest balance was $0 at each date. Whittier's net loss after minority interest amounted to approximately $24,000, $27,000 and $29,000 for the 2004, 2003 and 2002 Fiscal Years. Goodfellow Place Limited Partnership ------------------------------------ On March 2, 2004, Goodfellow Place Limited Partnership ("Goodfellow")'s management had entered into an agreement to sell the Project's assets for $100,000 plus assumption of the mortgage, with a closing date set for no later than April 30, 2005. Immediately after the sale, Management intended to liquidate Goodfellow. The accompanying financial statements have been prepared assuming that the Partnership will continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of the sale of the Project and subsequent liquidation of the Partnership The sale did not occur by April 30, 2005 and the agreement was cancelled. b) Subsidiary Partnerships - Other Property Development Associates, L.P. ------------------------------------- Property Development Associates, L.P. ("Property Development") was involved as a defendant in a pending litigation case. This case was filed by the plaintiffs on December 18, 2002 and served on the defendants on January 6, 2003. Discovery is ongoing. The plaintiffs have alleged assault and battery as well as wrongful eviction. The plaintiffs are seeking unspecified damages and have not made a demand. Trial has been rescheduled for October 11, 2005. Property Development intends to vigorously defend the matter. The potential damages, other than those for the alleged intentional acts of assault and battery, are covered by insurance. Property Development was sold on December 30, 2004. 11 Gramco Development Limited Dividend Partnership, L.P. ----------------------------------------------------- Gramco Development Limited Dividend Partnership, L.P. ("Gramco") was granted net funds of $4,867,000 by the Municipality of Bayamon (the "Municipality") and HUD. In the event of a substantial violation to the provisions of certain agreements between Gramco and the Municipality and between the Municipality and HUD, the funds shall become immediately due and payable at the election of HUD and the Municipality. Otherwise, the principal amount of the obligation together with any interest will be forgiven. Proceeds from the loan have been deducted from fixed assets. Williamsburg Residential, L.P. ------------------------------ In November 1996, the Local General Partner of Williamsburg Residential, L.P. ("Williamsburg") stopped making the mortgage note payments which constituted an event of default. A Reinstatement and Modification Agreement was entered into effective March 1, 1997. The Partnership has advanced Williamsburg the necessary funds to keep the mortgage and escrows current during 2004 and is expected to continue to do so during 2005. The Partnership's investment in Williamsburg has been written down to $0 by prior years' losses and the minority interest balance was approximately $721,000 and $724,000 at March 31, 2005 and 2004, respectively. Williamsburg's net loss after minority interest amounted to approximately $283,000, $229,000 and $142,000 for the 2004, 2003, and 2002 fiscal years, respectively. As of March 31, 2005, the Partnership has advanced Williamsburg approximately $1,365,000. Alexis Park Apartments ---------------------- The limited partnership interest in this property was sold on September 21, 2004. The following disclosure relates to the period prior to the sale of Alexis Park Apartments ("Alexis"). The financial statements for Alexis have been prepared in conformity with U.S. generally accepted accounting principles, assuming the continuation of the Local Partnership as a going concern. However, negative performance indicators and the environmental issue raise substantial doubt about the Local Partnership's ability to continue as a going concern. A hazardous waste issue has affected Alexis for nearly 14 years. Although this environmental issue is in many respects beyond its control, management believes that the selected remedy of the United States Environmental Protection Agency is practical and is not likely to cause significant disruption to the apartment project's operations beyond what it has experienced over the last several years. The Local Partnership's congressman, U.S. Senators and the Mayor of Bossier City have assisted Alexis in preventing this issue from escalating unnecessarily and management believes that no escalation will occur in the near term. Further, all indications are that an oil company will bear all costs of remediation and that the Local Partnership will not be called upon to share in those costs. Accordingly, management believes the Local Partnership has the opportunity to continue as a going concern during 2005. At September 21, 2004, Alexis' current liabilities exceed its current assets by approximately $371,000 and the Local Partnership sustained an operating loss of approximately $56,000 for the period ended September 21, 2004. Although these conditions could raise substantial doubt about Alexis' ability to continue as a going concern, such doubt is alleviated because current liabilities includes approximately $220,000 of obligations that are payable to a related party that is not expected to require payments beyond Alexis' ability to pay and management expects operations to generate sufficient funds to satisfy Alexis' obligations for the next twelve months. Accordingly, management believes that Alexis has the ability to continue as a going concern for at least one year from September 21, 2004. These items raise substantial doubt about Alexis' ability to continue as a going concern. The maximum loss for which the Partnership would be liable is its net investment in Alexis. The Partnership's investment in Alexis at March 31, 2005 and 2004 was reduced to zero as a result of prior years' losses and the minority interest balance was $0 at each date. Alexis' net (income) loss after minority interest amounted to approximately $(745,000), $149,000 and $172,000, for the 2004, 2003 and 2002 Fiscal Years, respectively. Other ----- The Partnership's investments, as a limited partner in the Local Partnerships, are subject to the risks incident to potential losses arising from management and ownership of improved real estate. The Partnership's investments also could be adversely affected by poor economic conditions generally, which could increase vacancy levels, rental payment defaults, and increased 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 include governmental regulations concerning tenant eligibility, which may make it more difficult to rent apartments in the complexes, difficulties in obtaining government approval for rent increases, limitations on the percentage of income which low and moderate-income tenants may pay as rent, the possibility that Congress may not appropriate funds to enable HUD to make the rental assistance payments it has contracted to make, and the possibility that when the rental assistance contracts expire, there may not be market demand for apartments at full market rents in a Local Partnership's Apartment Complex. The Local Partnerships are impacted by inflation in several ways. Inflation allows for increases in rental rates generally to reflect the impact of higher operating and replacement costs. Furthermore, inflation generally does not impact the fixed long-term financing which real property investments were purchased. Inflation also affects the Local Partnerships adversely by increasing operating costs as, for example, for such items as fuel, utilities and labor. Item 7A. Quantitative and Qualitative Disclosure about Market Risk The Partnership has mortgage notes that are payable in aggregate monthly installments including principal and interest at rates varying from 1% to 15% 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 other market risk sensitive instruments. 12

~~Limited~~Item ~~General~~8. ~~Total~~Financial ~~Partners~~Statements ~~Partners~~and ~~-----------~~Supplementary Data Sequential Page ---------- ~~---------~~(a)1. ~~Partners'~~Consolidated ~~capital~~Financial ~~(deficit)~~Statements -Report ~~April~~of 1,Independent ~~2000~~Registered ~~26,956,774~~Public ~~27,717,890~~Accounting ~~(761,116)~~Firm ~~Net~~14 ~~loss~~Consolidated ~~(6,923,585)~~Balance ~~(6,854,349)~~Sheets ~~(69~~at March 31,~~236)~~ ~~-----------~~2005 ~~----------~~and ~~---------~~2004 ~~Partners'~~74 ~~capital~~Consolidated ~~(deficit)~~Statements -of ~~March~~Operations ~~31,~~for ~~2001~~the ~~20,033,189~~Years 20Ended March 31,~~863,541~~ ~~(830~~2005,~~352)~~ ~~Net~~2004 ~~loss~~and ~~(6,183,026)~~2003 ~~(6,121,196)~~75 ~~(61,830)~~Consolidated ~~-----------~~Statements ~~----------~~of ~~---------~~Changes in Partners' ~~capital~~Deficit (~~deficit~~Capital) -for ~~March~~the ~~31,~~Years ~~2002~~Ended ~~13,850,163~~March 1431,~~742,345~~ ~~(892~~2005,~~182)~~ ~~Net~~2004 ~~loss~~and ~~(7,961,377)~~2003 ~~(7,881,763)~~76 ~~(79,614)~~Consolidated ~~-----------~~Statements ~~----------~~of ~~---------~~Cash ~~Partners'~~Flows ~~capital~~for ~~(deficit)~~the -Years Ended March 31, 2005, 2004 and 2003 $77 ~~5,888,786~~Notes ~~$6,860,582~~to ~~$(971,796)~~Consolidated ~~===========~~Financial ~~==========~~Statements ~~=========~~79

13 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ------------------------------------------------------- To the Partners of Liberty Tax Credit Plus II L.P. and Subsidiaries (A Delaware Limited Partnership) We have audited the consolidated balance sheets of Liberty Tax Credit Plus II L.P. and Subsidiaries (A Delaware Limited Partnership) as of March 31, 2005 and 2004, and the related consolidated statements of operations, changes in partners' (deficit) capital, and cash flows for the years ended March 31, 2005, 2004 and 2003 (the 2004, 2003 and 2002 Fiscal Years). 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 for 23 (2004 Fiscal Year), 26 (2003 Fiscal Year) and 27 (2002 Fiscal Year) subsidiary partnerships whose losses aggregated $3,727,702, $6,756,365 and $4,342,013 for the 2004, 2003 and 2002 Fiscal Years, respectively, and whose assets constituted 81% and 98% of the Partnership's assets at March 31, 2005 and 2004, presented in the accompanying consolidated financial statements. The financial statements for 23 (2004 Fiscal Year), 26 (2003 Fiscal Year) and 27 (2002 Fiscal Year) of these subsidiary partnerships were audited by other auditors whose reports thereon have been furnished to us and our opinion expressed herein, insofar as it relates to the amounts included for these subsidiary partnerships, is based solely upon the reports of the other auditors. We conducted our audits in accordance with 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 accompanying consolidated financial statements referred to in the first paragraph present fairly, in all material respects, the financial position of Liberty Tax Credit Plus II L.P. and Subsidiaries at March 31, 2005 and 2004, and the results of their operations and their cash flows for the years ended March 31, 2005, 2004 and 2003, in conformity with U.S. generally accepted accounting principles. As discussed in Note 12(a), the consolidated financial statements include the financial statements of two limited partnerships with significant contingencies and uncertainties. The financial statements of these subsidiary partnerships were prepared assuming that each will continue as a going concern. The two subsidiary partnerships' net losses aggregated $98,382 (Fiscal 2004), $107,386 (Fiscal 2003) and $76,079 (Fiscal 2002) and their assets aggregated $1,970,877 and $1,970,814 at March 31, 2005 and 2004, respectively. These matters raise substantial doubt about these subsidiary partnerships' abilities to continue as going concerns. 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 17, 2005 14 [Letterhead of FRIEDMAN ALPREN & GREEN LLP] INDEPENDENT AUDITORS' REPORT To the Partners of Polynesian Apartments Associates, Ltd. We have audited the accompanying statements of operations, changes in partners` capital and cash flows of POLYNESIAN APARTMENTS ASSOCIATES, LTD. (a limited partnership), FHA Project No. FL29-K005-015-152, for the period January 1, 2003 to December 18, 2003 (date of dissolution). 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 Untied 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 results of the operations and cash flows of POLYNESIAN APARTMENTS ASSOCIATES, LTD. for the period January 1, 2003 to December 18, 2003 (date of dissolution), in conformity with accounting principles generally accepted in the United States of America. /s/ Friedman Alpren & Green LLP New York, New York December 18, 2003 15 [Letterhead of FRIEDMAN ALPREN & GREEN LLP] INDEPENDENT AUDITORS' REPORT To the Partners of Polynesian Apartments Associates, Ltd. We have audited the accompanying balance sheet of POLYNESIAN APARTMENTS ASSOCIATES, LTD. (a limited partnership), FHA Project No. FL29-K005-015-152, as of December 31, 2002, and the related statements of operations, changes in partners' capital and cash flows for the year then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the Untied 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 POLYNESIAN APARTMENTS ASSOCIATES, LTD. as of December 31, 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/ Friedman Alpren & Green LLP New York, New York January 27, 2003 16 [Letterhead of FRIEDMAN ALPREN & GREEN LLP] INDEPENDENT AUDITORS' REPORT To the Partners of Seagrape Village Associates, Ltd. We have audited the accompanying statements of operations, changes in partners' capital deficiency and cash flows of SEAGRAPE VILLAGE ASSOCIATES, LTD. (a limited partnership), FHA Project No. FL29-K005-015-151, for the period January 1, 2003 to December 18, 2003 (date of dissolution). 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 results of the operations and the cash flows of SEAGRAPE VILLAGE ASSOCIATES, LTD. for the period January 1, 2003 to December 18, 2003 (date of dissolution), in conformity with accounting principles generally accepted in the United States of America. /s/ Friedman Alpren & Green LLP New York, New York December 18, 2003 17 [Letterhead of FRIEDMAN ALPREN & GREEN LLP] INDEPENDENT AUDITORS' REPORT To the Partners of Seagrape Village Associates, Ltd. We have audited the accompanying balance sheet of SEAGRAPE VILLAGE ASSOCIATES, LTD. (a limited partnership), FHA Project No. FL29-K005-015-151, as of December 31, 2002, and the related statements of operations, changes in partners' capital deficiency and cash flows for the year then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States 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 SEAGRAPE VILLAGE ASSOCIATES, LTD. as of December 31, 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/ Friedman Alpren & Green LLP New York, New York January 27, 2003 18 [Letterhead of JOSE E. ROSARIO & CO.] INDEPENDENT AUDITOR'S REPORT To the Partners Puerto Rico Housing Finance Corporation Metropolitan Towers Associates, L.P. San Juan, Puerto Rico Rio Piedras, Puerto Rico I have audited the accompanying balance sheets of Metropolitan Towers Associates, L.P., HUD Project No. RQ-46K-051-005, as of December 31, 2004 and 2003, and the related statements of loss, changes in partners' capital, 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 audits in accordance with auditing standards generally accepted in the United States of America and Puerto Rico and 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 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 Metropolitan Towers Associates, L.P., as of December 31, 2004 and 2003 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 State of America and Puerto Rico. In accordance with GOVERNMENT AUDITING STANDARDS, I have also issued a report dated January 28, 2005 on my consideration of Metropolitan Towers Associates, L.P.'s internal control over financial reporting and on my tests of its compliance with certain provisions of laws, regulations, contracts, grants, agreements and other matters. The purpose of those reports are 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 audits. My audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplementary information on pages 13 to 18 is presented for purposes of additional analysis and is not a required part of the basic financial statements of Metropolitan Towers Associates, L.P. Such information has been subjected to the auditing procedures applied in the audits 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/ Jose E. Rosario & Co. License No. 961 Expires December 1, 2007 San Juan, Puerto Rico January 28, 2005 Stamp No. 2029003 of the Puerto Rico College of CPA was affixed to the original. 19 [Letterhead of JOSE E. ROSARIO & CO.] INDEPENDENT AUDITOR'S REPORT To the Partners Puerto Rico Housing Finance Corporation Metropolitan Towers Associates, LP San Juan, Puerto Rico Rio Piedras, Puerto Rico I have audited the accompanying balance sheets of Metropolitan Towers Associates, LP, HUD Project No. RQ-46K-051-005, as of December 31, 2003 and 2002, and the related statements of loss, changes in partners' capital, 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 audits in accordance with auditing standards generally accepted in the United States of America and Puerto Rico and 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 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 Metropolitan Towers Associates, L.P., 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 State of America and Puerto Rico. In accordance with GOVERNMENT AUDITING STANDARDS, I have also issued a report dated January 30, 2004, on my consideration of Metropolitan Towers Associates, L.P.'s internal control and on my 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 my audits. My audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplementary information on pages 13 to 19 is presented for purposes of additional analysis and is not a required part of the basic financial statements of Metropolitan Towers Associates, L.P.. Such information has been subjected to the auditing procedures applied in the audits 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/ Jose E. Rosario & Co. License No. 961 Expires December 1, 2004 San Juan, Puerto Rico January 30, 2004 Stamp No. 1931869 of the Puerto Rico College of CPA was affixed to the original. 20 [Letterhead of RBG & Co.] S2100-020 Independent Auditors' Report To The Partners Westminster Place II - Olive Site, L.P. St. Louis, Missouri We have audited the accompanying balance sheet of Westminster Place II - Olive Site, L.P., Project No. 085-35415-PM, a limited partnership, as of December 31, 2004 and 2003, 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 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 Westminster Place II - Olive Site, L.P. as of December 31, 2004 and 2003 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 29, 2005 on our consideration of Westminster Place II - Olive Site, L.P.'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 those reports is to describe the scope of our testing of internal control over financial reporting and compliance and 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 our audits. 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 13 to 22) 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, Gornstein & Co. LLP St. Louis, Missouri January 29, 2005 21 [Letterhead of RBG & Co.] S2100-020 Independent Auditors' Report To The Partners Westminster Place II - Olive Site, L.P. St. Louis, Missouri We have audited the accompanying balance sheet of Westminster Place II - Olive Site, L.P., Project No. 085-35415-PM, 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 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 Westminster Place II - Olive Site, 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. In accordance with GOVERNMENT AUDITING STANDARDS, we have also issued our reports dated February 2, 2004 on our consideration of Westminster Place II - Olive Site, L.P.'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 audits. 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 13 to 22) 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 6 to the financial statements, the Partnership's rental subsidy will be depleted during 2004 which will raise substantial doubt about its ability to continue as a going concern. Management's plans regarding those matters are described in Note 6. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. /s/ Rubin, Brown, Gornstein & Co. LLP February 2, 2004 St. Louis, Missouri 22 [Letterhead of RBG & Co.] Independent Auditors' Report Partners Property Development Associates, L.P. St. Louis, Missouri We have audited the accompanying balance sheet of Property Development Associates, L.P., a limited partnership, as of December 31, 2004 and 2003, 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 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 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 examining, on a test basis, 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 Property Development Associates, L.P. as of December 31, 2004 and 2003, 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/ Rubin, Brown, Gornstein & Co. LLP St. Louis, Missouri February 5, 2005 23 [Letterhead of RBG & Co.] Independent Auditors' Report Partners Property Development Associates, L.P. St. Louis, Missouri We have audited the accompanying balance sheet of Property Development Associates, L.P., 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. 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 Property Development 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/ Rubin, Brown, Gornstein & Co. LLP St. Louis, Missouri February 5, 2004 24 [Letterhead of RBG & Co.] S2100-020 Independent Auditors' Report To The Partners Whittier Plaza Associates Limited Partnership St. Louis, Missouri We have audited the accompanying balance sheet of Whittier Plaza Associates Limited Partnership, Project No. 085-35412-PM-SR, a limited partnership, as of December 31, 2004 and 2003, 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 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 Whittier Plaza Associates Limited Partnership as of December 31, 2004 and 2003, 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 February 2, 2005 on our consideration of Whittier Plaza 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 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 nto 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 considered in assessing 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 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 5 to the financial statements, the Partnership has sustained recurring losses from operations, lower than anticipated rental income, and has continually required a general partner to fund deficits. These items raise substantial doubt about the Partnership's ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. /s/ Rubin, Brown, Gornstein & Co. LLP St. Louis, Missouri February 2, 2005 25 [Letterhead of RBG & Co.] S2100-020 Independent Auditors' Report To The Partners Whittier Plaza Associates Limited Partnership St. Louis, Missouri We have audited the accompanying balance sheet of Whittier Plaza Associates Limited Partnership, Project No. 085-35412-PM-SR, 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 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 Whittier Plaza 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. In accordance with GOVERNMENT AUDITING STANDARDS, we have also issued our reports dated January 30, 2004 on our consideration of Whittier Plaza Associates Limited Partnership's 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. 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 5 to the financial statements, the Partnership has sustained recurring losses from operations, excessive vacancies, and has continually required a general partner to fund deficits. These items raise substantial doubt about the Partnership's ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. /s/ Rubin, Brown, Gornstein & Co. LLP St. Louis, Missouri January 30, 2004 26 [Letterhead of Habif, Arogeti & Wynne, LLP] INDEPENDENT AUDITORS' REPORT To the Partners United - Glenarden I Limited Partnership We have audited the accompanying balance sheet of United - Glenarden I Limited Partnership 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. 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 United - Glenarden I 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 generally accepted accounting principles in the United States of America. /s/ Habif, Arogeti & Wynne, P.C. Atlanta, Georgia January 27, 2005 27 [Letterhead of Habif, Arogeti & Wynne, LLP] INDEPENDENT AUDITORS' REPORT To the Partners United - Glenarden I Limited Partnership We have audited the accompanying balance sheet of United - Glenarden I Limited Partnership as of December 31, 2003, 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. 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 United - Glenarden I 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 generally accepted accounting principles in the United States of America. /s/ Habif, Arogeti & Wynne, P.C. Atlanta, Georgia January 28, 2004 28 [Letterhead of Habif, Arogeti & Wynne, LLP] INDEPENDENT AUDITORS' REPORT To the Partners United - Glenarden I Limited Partnership We have audited the accompanying balance sheet of United - Glenarden I Limited Partnership as of December 31, 2002, 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. 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 United - Glenarden I Limited Partnership as of December 31, 2002, and the results of its operations and its cash flows for the year then ended in conformity with generally accepted accounting principles in the United States of America. /s/ Habif, Arogeti & Wynne, P.C. Atlanta, Georgia February 6, 2003 29 [Letterhead of Habif, Arogeti & Wynne, P.C.] INDEPENDENT AUDITORS' REPORT To the Partners of United - Glenarden II Limited Partnership We have audited the accompanying balance sheet of UNITED - GLENARDEN II LIMITED PARTNERSHIP as of December 31, 2004, 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 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 UNITED - GLENARDEN II 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 generally accepted accounting principles in the United States of America. /s/ Habif, Arogeti & Wynne, P.C. Atlanta, Georgia January 27, 2005 30 [Letterhead of Habif, Arogeti & Wynne, P.C.] INDEPENDENT AUDITORS' REPORT To the Partners of United - Glenarden II Limited Partnership We have audited the accompanying balance of UNITED - GLENARDEN II LIMITED PARTNERSHIP as of December 31, 2003, 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 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 UNITED - GLENARDEN II 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 generally accepted accounting principles in the United States of America. /s/ Habif, Arogeti & Wynne, P.C. Atlanta, Georgia January 28, 2004 31 [Letterhead of Habif, Arogeti & Wynne, P.C.] INDEPENDENT AUDITORS' REPORT To the Partners of United - Glenarden II Limited Partnership We have audited the accompanying balance of UNITED - GLENARDEN II LIMITED PARTNERSHIP as of December 31, 2002, 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 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 UNITED - GLENARDEN II LIMITED PARTNERSHIP as of December 31, 2002, and the results of its operations and its cash flows for the year then ended in conformity with generally accepted accounting principles. /s/ Habif, Arogeti & Wynne, P.C. Atlanta, Georgia February 6, 2003 32 [Letterhead of SOLOMON & ASSOCIATES LLC] INDEPENDENT AUDITOR'S REPORT To the Partners ROLLING GREEN LIMITED PARTNERSHIP D/B/A Prairie View Apartments Libertyville, IL We have audited the accompanying balance sheets of ROLLING GREEN LIMITED PARTNERSHIP as of December 31, 2004 and 2003, and the related statements of income, 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 ROLLING GREEN 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. /s/ Solomon & Associates LLC Chicago, IL January 28, 2005 (except for Note 15, as to which the date is February 15, 2005) 33 [Letterhead of SOLOMON & ASSOCIATES LLC] INDEPENDENT AUDITOR'S REPORT To the Partners ROLLING GREEN LIMITED PARTNERSHIP D/B/A Prairie View Apartments Libertyville, IL We have audited the accompanying balance sheets of ROLLING GREEN LIMITED PARTNERSHIP as of December 31, 2003 and 2002, and the related statements of income, 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 ROLLING GREEN LIMITED PARTNERSHIP as of December 31, 2003 and 2002, and the results of its operations, changes in partners' equity (deficit) and cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America. /s/ Solomon & Associates LLC Chicago, IL January 23, 2004 34 [Letterhead of ZAYAS, MORAZZANI & CO.] Independent Auditors' Report To the Partners Santa Juanita II Limited Partnership: We have audited the accompanying balance sheet of Santa Juanita II Limited Partnership, as of December 31, 2004, and the related statements of profit and loss, partners' equity and cash flows for the year then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America and Government Auditing Standards issued by the Comptroller General of the United States. Those standards require that we plan and perform 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 Santa Juanita II 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. In accordance with Government Auditing Standards and the Consolidated Audit Guide for Audits of HUD Programs issued by the U.S. Department of Housing and Urban Development, we have also issued a report dated February 6, 2004, on our consideration of Santa Juanita II Limited Partnership's internal control, a report dated February 6, 2004, on its compliance with specific requirements applicable to major HUD programs and specific requirements applicable to major HUD programs, and a report dated February 6, 2004 on its compliance with specific requirements applicable to Affirmative 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 performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplementary information on pages 24 through 34 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/ Zayas, Morazzani & Co. February 3, 2005 San Juan, Puerto Rico Stamp No. 2073266 of the Puerto Rico Society of Certified Public Accountants was affixed to original. Federal Employer Identification Number: 66-0365844 35 [Letterhead of ZAYAS, MORAZZANI & CO.] Independent Auditors' Report To the Partners Santa Juanita II Limited Partnership: We have audited the accompanying balance sheet of Santa Juanita II Limited Partnership, as of December 31, 2003, and the related statements of profit and loss, partners' equity and cash flows for the year then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America and Government Auditing Standards issued by the Comptroller General of the United States. Those standards require that we plan and perform 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 Santa Juanita II Limited Partnership as of December 31, 2003, and the results of its operations, changes in partners' equity, and cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America. In accordance with Government Auditing Standards and the Consolidated Audit Guide for Audits of HUD Programs issued by the U.S. Department of Housing and Urban Development, we have also issued a report dated February 6, 2004, on our consideration of Santa Juanita II Limited Partnership's internal control, a report dated February 6, 2004, on its compliance with specific requirements applicable to major HUD programs and specific requirements applicable to major HUD programs, and a report dated February 6, 2004 on its compliance with specific requirements applicable to Affirmative 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 performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental information on pages 24 through 33 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/ Zayas, Morazzani & Co. February 6, 2004 San Juan, Puerto Rico Stamp No. 2073265 of the Puerto Rico Society of Certified Public Accountants was affixed to original. Federal Employer Identification Number: 66-0365844 36 [Letterhead of ZAYAS, MORAZZANI & CO.] Independent Auditors' Report To the Partners Santa Juanita II Limited Partnership: We have audited the accompanying balance sheet of Santa Juanita II Limited Partnership, as of December 31, 2002, and the related statements of profit and loss, partners' equity and cash flows for the year then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America and Government Auditing Standards issued by the Comptroller General of the United States. Those standards require that we plan and perform 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 Santa Juanita II Limited Partnership as of December 31, 2002, and the results of its operations, changes in partners' equity, and cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America. In accordance with Government Auditing Standards and the Consolidated Audit Guide for Audits of HUD Programs issued by the U.S. Department of Housing and Urban Development, we have also issued a report dated February 10, 2003, on our consideration of Santa Juanita II Limited Partnership's internal control, a report dated February 10, 2003, on its compliance with specific requirements applicable to major HUD programs and specific requirements applicable to major HUD programs, and a report dated February 10, 2003 on its compliance with specific requirements applicable to Affirmative 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 performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental information on pages 24 through 33 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/ Zayas, Morazzani & Co. February 10, 2003 San Juan, Puerto Rico Stamp No. 2073264 of the Puerto Rico Society of Certified Public Accountants was affixed to original. Federal Employer Identification Number: 66-0365844 37 [Letterhead of Berdon, LLP] INDEPENDENT AUDITORS' REPORT To the Partners of Spring Creek Associates, L.P. New York, New York We have audited the accompanying balance sheets of Spring Creek 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 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 Spring Creek 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. January 21, 2004 38 [Letterhead of Berdon LLP] INDEPENDENT AUDITORS' REPORT To the Partners of East Two Thirty-Five Associates, L.P. We have audited the accompanying consolidated balance sheet of East Two Thirty-Five Associates, L.P. and subsidiary (Delaware limited partnerships) as of December 31, 2004, and the related consolidated statements of operations, changes in partners' capital (deficit), and cash flows for the year then ended. These consolidated financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit. The consolidated financial statements of East Two Thirty-Five Associates, L.P. and subsidiary as of December 31, 2003 were audited by other auditors whose report dated February 10, 2004 expressed an unqualified opinion on those statements. 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 consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated 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 2004 consolidated financial statements referred to above present fairly, in all material respects, the financial position n of East Two Thirty-Five Associates, L.P. and subsidiary as of December 31, 2004, and the results of their operations and their cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America. /s/ Berdon LLP Certified Public Accountants New York, New York February 11, 2005 39 [Letterhead of Sunil J. Shah] INDEPENDENT AUDITORS' REPORT To the Partners of East Two Thirty-Five Associates, L.P. I have audited the accompanying consolidated balance sheet of East Two Thirty-Five Associates, L.P. and subsidiary as (Delaware limited partnerships) as of December 31, 2003, and the related consolidated statements of operations, changes in partners' capital (deficit), and cash flows for the year then ended. These consolidated financial statements are the responsibility of the Partnership's management. My responsibility is to express an opinion on these consolidated financial statements based on my audit. The consolidated financial statements of East Two Thirty-Five Associates, L.P. and subsidiary as of December 31, 2002 were audited by other auditors whose report dated February 10, 2003 expressed an unqualified opinion on those statements. I conducted my audit 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 consolidated financial statements are free of material misstatement. An audit includes examining on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation. I believe that my audit provides a reasonable basis for my opinion. In my opinion, the December 31, 2003 consolidated financial statements referred to above present fairly, in all material respects, the financial position of East Two Thirty-Five Associates, L.P. and subsidiary as of December 31, 2003, and the results of their operations and their cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America. /s/ Sunil J. Shah CPA, PC New York, N.Y. February 10, 2004 40 [Letterhead of Berdon, LLP] INDEPENDENT AUDITORS' REPORT To the Partners of East Two Thirty-Five Associates, L.P. New York, New York We have audited the accompanying consolidated balance sheets of East Two Thirty-Five Associates, L.P. and subsidiary as (Delaware limited partnership) as of December 31, 2002 and 2001, and the related consolidated statements of operations, changes in partners' capital, and cash flows for the years then ended. These consolidated financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these consolidated 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 consolidated financial statements are free of material misstatement. An audit includes examining on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of East Two Thirty-Five Associates, L.P. and subsidiary as of December 31, 2002 and 2001, and the consolidated results of their operations and their cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America. /s/ Berdon, LLP New York, N.Y. February 10, 2003 41 [Letterhead of Berdon, LLP] INDEPENDENT AUDITORS' REPORT To the Partners of Upper Fifth Avenue Residential Associates, L.P. New York, New York We have audited the accompanying balance sheet of Upper Fifth Avenue Residential Associates, L.P. (a Delaware limited partnership) as of December 31, 2004, 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 audit. The financial statements of Upper Fifth Avenue Residential Associates, L.P. as of December 31, 2003, were audited by other auditors whose report dated February 6, 2004 expressed an unqualified opinion on those statements. 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 2004 financial statements referred to above present fairly, in all material respects, the financial position of Upper Fifth Avenue Residential Associates, L.P. 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/ Berdon, LLP Certified Public Accountants New York, N.Y. February 1, 2005 42 [Letterhead of Sunil J. Shah] INDEPENDENT AUDITORS' REPORT To the Partners of Upper Fifth Avenue Residential Associates, L.P. New York, New York I have audited the accompanying balance sheet of Upper Fifth Avenue Residential Associates, L.P. (a Delaware limited partnership) as of December 31, 2003, and the related statement 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. My responsibility is to express an opinion on these financial statements based on our audit. The Financial statements of Upper Fifth Avenue Residential Associates, L.P. as of December 31, 2002, we audited by other auditors whose report dated January 28, 2003 expressed an unqualified opinion on those statements. I conducted my audit 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 my audit provide a reasonable basis for my opinion. In my opinion, the 2003 financial statements referred to above present fairly, in all material respects, the financial position of Upper Fifth Avenue Residential Associates, L.P. as of December 31, 2003 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/ Sunil J. Shah CPA, P.C. Certified Public Accountants Iselin, New Jersey February 6, 2004 43 [Letterhead of Berdon, LLP] INDEPENDENT AUDITORS' REPORT To the Partners of Upper Fifth Avenue Residential Associates, L.P. New York, New York We have audited the accompanying balance sheets of Upper Fifth Avenue Residential Associates, L.P. (a Delaware limited partnership) as of December 31, 2002 and 2001, 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 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 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 Upper Fifth Avenue Residential Associates, L.P. as of December 31, 2002 and 2001, 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. January 28, 2003 44 [Letterhead of Berdon, LLP] INDEPENDENT AUDITORS' REPORT To the Partners of West 107th Street Associates, L.P. We have audited the accompanying balance sheet of West 107th Street Associates, L.P. (a Delaware limited partnership) as of December 31, 2004, and the related statements of operations, changes in partners' capital, and cash flows for the year then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audit. The financial statements of West 107th Street Associates, L.P. as of December 31, 2003 were audited by other auditors whose report dated January 19, 2004 expressed an unqualified opinion on those statements. 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 2004 financial statements referred to above present fairly, in all material respects, the financial position of West 107th Street Associates, L.P. 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/ Berdon, LLP Certified Public Accountants New York, N.Y. February 1, 2005 45 [Letterhead of Sunil J. Shah] INDEPENDENT AUDITORS' REPORT To the Partners of West 107th Street Associates, L.P. I have audited the accompanying balance sheet of West 107th Street Associates, L.P. (a Delaware Limited Partnership) as of December 31, 2003, and the related statements of operations, changes in partners' capital, 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. The financial statements of West 107th Street Associates, L.P. as of December 31, 2002 were audited by other auditors whose report dated January 9, 2003 expressed an unqualified opinion on those statements. I conducted my audit 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 my audit provides a reasonable basis for my opinion. In my opinion, the December 31, 2003 financial statements referred to above present fairly, in all material respects, the financial position of West 107th Street Associates, L.P. 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. /s/ Sunil J. Shah CPA, PC Certified Public Accountants New York, N.Y. January 19, 2004 46 [Letterhead of Berdon, LLP] INDEPENDENT AUDITORS' REPORT To the Partners of West 107th Street Associates, L.P. New York, New York We have audited the accompanying balance sheets of West 107th Street Associates, L.P. (a Delaware Limited Partnership) as of December 31, 2002 and 2001, 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 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 West 107th Street Associates, L.P. as of December 31, 2002 and 2001 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. January 9, 2003 47 [Letterhead of Berdon, LLP] INDEPENDENT AUDITORS' REPORT To the Partners of General Atlantic Second Avenue Associates, L.P. We have audited the accompanying consolidated balance sheet of General Atlantic Second Avenue Associates, L.P. and subsidiary (a Delaware limited partnership) as of December 31, 2004, and the related consolidated statements of operations, changes in partners' capital (deficit), and cash flows for the year then ended. These consolidated financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit. The consolidated financial statements of General Atlantic Second Avenue Associates, L.P. and subsidiary as of December 31, 2003 were audited by other auditors whose report dated February 3, 2004 expressed an unqualified opinion on those statements. 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 consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the 2004 consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of General Atlantic Second Avenue Associates, L.P. and subsidiary as of December 31, 2004, and the results of their operations and their cash flows for the year 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 10, 2005 48 [Letterhead of Sunil J. Shah] INDEPENDENT AUDITORS' REPORT To the Partners of General Atlantic Second Avenue Associates, L.P. I have audited the accompanying consolidated balance sheet of General Atlantic Second Avenue Associates, L.P. and subsidiary (a Delaware Limited Partnership) as of December 31, 2003, and the related consolidated statements of operations, changes in partners' capital (deficit) and cash flows for the year then ended. These consolidated financial statements are the responsibility of the Partnership's management. My responsibility is to express an opinion on these consolidated financial statements based on my audit. The consolidated financial statements of General Atlantic Second Avenue Associates, L.P. and subsidiary as of December 31, 2002 were audited by other auditors whose report dated January 31, 2003 expressed an unqualified opinion on those statements. I conducted my audit 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 consolidated financial statements are free of material misstatement. An audit includes examining on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation. I believe that my audit provides a reasonable basis for my opinion. In my opinion, the December 31, 2003 consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of General Atlantic Second Avenue Associates, L.P. and subsidiary as of December 31, 2003 and the results of their operations and their cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America. /s/ Sunil J. Shah CPA, PC Certified Public Accountants New York, N.Y. February 3, 2004 49 [Letterhead of Berdon, LLP] INDEPENDENT AUDITORS' REPORT To the Partners of General Atlantic Second Avenue Associates, L.P. New York, New York We have audited the accompanying consolidated balance sheets of General Atlantic Second Avenue Associates, L.P. and subsidiary (a Delaware Limited Partnership) as of December 31, 2002 and 2001, and the related consolidated statements of operations, changes in partners' capital (deficit), and cash flows for the year then ended. These consolidated financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. The consolidated financial statements of General Atlantic Second Avenue Associates, L.P. as of 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 consolidated financial statements are free of material misstatement. An audit includes examining on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of General Atlantic Second Avenue Associates, L.P. and subsidiary as of December 31, 2002 and 2001 and the consolidated results of their operations and their 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. January 31, 2003 50 [Letterhead of Reznick Group, P.C.] INDEPENDENT AUDITORS' REPORT To the Partners Church Lane Associates We have audited the accompanying balance sheets of Church Lane Associates as of December 31, 2004 and 2003, 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 Church Lane Associates as of December 31, 2004 and 2003, and the results of its operations, the 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, 2004, dated January 28, 2005, on our consideration of Church Lane Associates' internal control over financial reporting and on our tests of its compliance with certain provisions of laws, regulations, contracts, and 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 compliance and the results of that testing, and not to provide an opinion on the internal control over financial reporting or on compliance. 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 audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The 2004 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 Group, P.C. Baltimore, Maryland January 28, 2005 51 [Letterhead of Reznick Fedder & Silverman] INDEPENDENT AUDITORS' REPORT To the Partners Church Lane Associates We have audited the accompanying balance sheets of Church Lane 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 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 Church Lane Associates as of December 31, 2003 and 2002, and the results of its operations, the 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 23, 2004, on our consideration of Church Lane 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 27 through 30 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 52 [Letterhead of Reznick Fedder & Silverman] INDEPENDENT AUDITORS' REPORT To the Partners Campeche Isle Apartments Limited Partnership We have audited the accompanying statement of changes in net assets in liquidation of Campeche Isle Apartments Limited Partnership for the period January 1, 2002 through January 18, 2002. This financial statement is the responsibility of the partnership's management. Our responsibility is to express an opinion on this financial statement based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial 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 statement referred to above present fairly, in all material respects, the changes in net assets in liquidation of for the period January 1, 2002 through January 18, 2002, in conformity with accounting principles generally accepted in the United States of America. As described in note A to the financial statements during 2001, the partnership adopted a plan to sell the rental property and liquidate the partnership in lieu of continuing the business. On January 18, 2002, the partnership sold the rental property. As a result, the partnership's financial statement is presented on the liquidation basis of accounting. Our audit was made for the purpose of forming an opinion on the basic financial statement taken as a whole. The supplemental information on page 7 is presented for purposes of additional analysis and is not a required part of the basic financial statement. Such information has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statement taken as a whole. /s/ Reznick Fedder & Silverman Bethesda, Maryland August 14, 2002 53 [Letterhead of MARDEN, HARRISON & KREUTER] INDEPENDENT AUDITORS' REPORT To the Partners Robin Housing Associates 3743-A White Plains Road Bronx, New York 10467 We have audited the accompanying balance sheets of Robin Housing Associates (a limited partnership) as of December 31, 2004 and 2003, and the related statements of operations, partners' capital (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 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 Robin Housing Associates as of December 31, 2004 and 2003, 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 take as a whole. The accompanying 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 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/ Marden, Harrison & Kreuter Certified Public Accountants, P.C. White Plains, New York January 21, 2005 54 [Letterhead of MARDEN, HARRISON & KREUTER] INDEPENDENT AUDITORS' REPORT To the Partners Robin Housing Associates 3743-A White Plains Road Bronx, New York 10467 We have audited the accompanying balance sheets of Robin Housing Associates (a limited partnership) as of December 31, 2003 and 2002, and the related statements of operations, partners' capital (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 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 Robin Housing 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 made for the purpose of forming an opinion on the basic financial statements take as a whole. The accompanying 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 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/ Marden, Harrison & Kreuter Certified Public Accountants, P.C. White Plains, New York January 23, 2004 55 [Letterhead of MARDEN, HARRISON & KREUTER] INDEPENDENT AUDITORS' REPORT To the Partners Concourse Artists Housing Associates 3743-A White Plains Road Bronx, New York 10467 We have audited the accompanying balance sheets of Concourse Artists Housing Associates (a limited partnership) as of December 31, 2004 and 2003, and the related statements of operations, partners' capital (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 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 Concourse Artists Housing Associates as of December 31, 2004 and 2003, 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 take as a whole. The accompanying 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 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/ Marden, Harrison & Kreuter Certified Public Accountants, P.C. White Plains, New York January 21, 2005 56 [Letterhead of MARDEN, HARRISON & KREUTER] INDEPENDENT AUDITORS' REPORT To the Partners Concourse Artists Housing Associates 3743-A White Plains Road Bronx, New York 10467 We have audited the accompanying balance sheets of Concourse Artists Housing Associates (a limited partnership) as of December 31, 2003 and 2002, and the related statements of operations, partners' capital (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 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 Concourse Artists Housing 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 made for the purpose of forming an opinion on the basic financial statements take as a whole. The accompanying 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 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/ Marden, Harrison & Kreuter Certified Public Accountants, P.C. White Plains, New York January 23, 2004 57 [Letterhead of MARDEN, HARRISON & KREUTER] INDEPENDENT AUDITORS' REPORT To the Partners 2051 Grand Concourse Housing Associates 3743-A White Plains Road Bronx, New York 10467 We have audited the accompanying balance sheets of 2051 Grand Concourse Housing Associates (a limited partnership) as of December 31, 2004 and 2003, and the related statements of operations, partners' capital (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 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 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 2051 Grand Concourse Housing Associates as of December 31, 2004 and 2003, 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 take as a whole. The accompanying 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 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/ Marden, Harrison & Kreuter Certified Public Accountants, P.C. White Plains, New York January 21, 2005 58 [Letterhead of MARDEN, HARRISON & KREUTER] INDEPENDENT AUDITORS' REPORT To the Partners 2051 Grand Concourse Housing Associates 3743-A White Plains Road Bronx, New York 10467 We have audited the accompanying balance sheets of 2051 Grand Concourse Housing Associates (a limited partnership) as of December 31, 2003 and 2002, and the related statements of operations, partners' capital (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 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 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 2051 Grand Concourse Housing 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 made for the purpose of forming an opinion on the basic financial statements take as a whole. The accompanying 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 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/ Marden, Harrison & Kreuter Certified Public Accountants, P.C. White Plains, New York January 23, 2004 59 [Letterhead of MARDEN, HARRISON & KREUTER] INDEPENDENT AUDITORS' REPORT To the Partners Willoughby-Wyckoff Housing Associates 3743-A White Plains Road Bronx, New York 10467 We have audited the accompanying balance sheets of Willoughby-Wyckoff Housing Associates (a limited partnership) as of December 31, 2004 and 2003, and the related statements of operations, partners' capital (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 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 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 Willoughby-Wyckoff Housing Associates as of December 31, 2004 and 2003, and the results of its operations and its cash flows for the years then ended in conformity with 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 take as a whole. The accompanying 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 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/ Marden, Harrison & Kreuter Certified Public Accountants, P.C. White Plains, New York January 21, 2005 60 [Letterhead of MARDEN, HARRISON & KREUTER] INDEPENDENT AUDITORS' REPORT To the Partners Willoughby-Wyckoff Housing Associates 3743-A White Plains Road Bronx, New York 10467 We have audited the accompanying balance sheets of Willoughby-Wyckoff Housing Associates (a limited partnership) as of December 31, 2003 and 2002, and the related statements of operations, partners' capital (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 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 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 Willoughby-Wyckoff Housing 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 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 take as a whole. The accompanying 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 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/ Marden, Harrison & Kreuter Certified Public Accountants, P.C. White Plains, New York January 23, 2004 61 [Letterhead of WOLFE NILGES NAHORSKI] INDEPENDENT AUDITORS' REPORT To the Partners Goodfellow Place Limited Partnership St. Louis, Missouri We have audited the accompanying balance sheets of Goodfellow Place Limited Partnership as of December 31, 2004 and 2003, and the related statements of income (loss), 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 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 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 Goodfellow Place Limited Partnership as of December 31, 2004 and 2003, 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. As discussed in Note 12 to the financial statements, the Partnership's management has entered into an agreement to sell the Project's assets for $100,000 plus assumption of the mortgage, with a closing date set for no later than April 30, 2005. Immediately after the sale, Management intends to liquidate the Partnership. The accompanying financial statements have been prepared assuming that the Partnership will continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of the sale of the Project and subsequent liquidation of the Partnership. Our report on our audits of Goodfellow Place Limited Partnership for 2004 and 2003 were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The schedule of operating expenses is presented for purposes of additional analysis and is not a required part of the basic financial statements. Such information for 2004 and 2003 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 basis financial statements taken as a whole. /s/ Wolfe Nilges Nahorski A Professional Corporation January 21, 2005, except information in Note 12 which is dated February 24, 2005 St. Louis, Missouri 62 [Letterhead of WOLFE NILGES NAHORSKI] INDEPENDENT AUDITORS' REPORT To the Partners Goodfellow Place Limited Partnership St. Louis, Missouri We have audited the accompanying balance sheets of Goodfellow Place Limited Partnership as of December 31, 2003 and 2002, and the related statements of Income (loss), 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 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 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 Goodfellow Place 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/ Wolfe Nilges Nahorski A Professional Corporation January 22, 2004 St. Louis, Missouri 63 [Letterhead of HAMILTON & MUSSER, P.C.] INDEPENDENT AUDITOR'S REPORT To the Partners of Penn Alto Associates, Limited Partnership Altoona, Pennsylvania 16601 We have audited the accompanying balance sheets of Penn Alto Associates, Limited Partnership as of December 31, 2004 and 2003 and the related statements of income, changes in partners' capital, and cash flows for the years then ended. These financial statements are the responsibility of the company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audit in accordance with 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 the opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Penn Alto Associates, Limited Partnership, as of December 31, 2004 and 2003, 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 audit was made for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplementary information on pages 9 and 10 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 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/ Hamilton & Musser Certified Public Accountants Mechanicsburg, Pennsylvania February 11, 2005 64 [Letterhead of HAMILTON & MUSSER, P.C.] INDEPENDENT AUDITOR'S REPORT To the Partners of Penn Alto Associates, Limited Partnership Altoona, Pennsylvania 16601 We have audited the accompanying balance sheets of Penn Alto Associates, Limited Partnership as of December 31, 2003 and 2002 and the related statements of income, changes in partners' capital, and cash flows for the years then ended. These financial statements are the responsibility of the company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audit in accordance with 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 the opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Penn Alto 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. Our audit was made for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplementary information on pages 9 and 10 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 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/ Hamilton & Musser Certified Public Accountants Mechanicsburg, Pennsylvania February 19, 2004 65 [Letterhead of Horwath Velez & Co. PSC] Partners Gramco Development Limited Dividend Partnership, L.P. San Juan, Puerto Rico INDEPENDENT AUDITORS' REPORT ON FINANCIAL STATEMENTS We have audited the accompanying balance sheet of Gramco Development Limited Dividend Partnership, L.P., HUD Project No. 056-35140-LD (HODAG), as of December 31, 2004, 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 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 statements 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 Gramco Development Limited Dividend Partnership, L.P., HUD Project No. 056-35140-LD (HODAG), as of December 31, 2004, and the results of its operations, changes in partners' equity 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 reports dated March 8, 2005, on our consideration of the Gramco Development Limited Dividend Partnership, L.P., HUD Project No. 056-35140-LD (HODAG) internal control over financial reporting and on our tests on its compliance with certain provisions of laws, regulations, contracts, grants, 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 the audits. Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplementary information included on the report on pages 22 to 25 is presented for purposes of additional analysis and is not a required part of the basic financial statements of Gramco Development Limited Dividend Partnership, L.P., HUD Project No. 056-35140-LD (HODAG). Such information has been subjected to the auditing procedures applied in the audit of the basic financial statements for the year ended December 31, 2004, and in our opinion, is fairly stated, in all material respects, in relation to the basic financial statements taken as a whole. /s/ Horwath Velez & Co. PSC San Juan, Puerto Rico March 8, 2005 Stamp number 2036267 was affixed to the original of this report. 66 [Letterhead of Torres Llompart, Sanchez Ruiz & Co.] Partners Gramco Development Limited Dividend Partnership, L.P. San Juan, Puerto Rico INDEPENDENT AUDITORS' REPORT ON FINANCIAL STATEMENTS We have audited the accompanying balance sheets of Gramco Development Limited Dividend Partnership, L.P., HUD Project No. 056-35140-LD (HODAG), as of December 31, 2003 and 2002, and the related statements of profit and 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 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 statements 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 Gramco Development Limited Dividend Partnership, L.P., HUD Project No. 056-35140-LD (HODAG), as of December 31, 2003 and 2002, 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 of America. In accordance with Government Auditing Standards and the Consolidated Audit Guide for audits of HUD Programs, issued by the US Department of Housing and Urban Development, we have also issued a report dated January 21, 2004, on our consideration of the Partnership's internal control and on our tests on its compliance with specific requirements applicable to major HUD programs; and compliance with 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 the audits. Our audits were conducted for the purpose of forming an opinion on the basic financial statements, taken as a whole. The accompanying supplementary information included in the report on pages 24 to 27 is presented for purposes of additional analysis and is not a required part of the basic financial statements of Gramco Development Limited Dividend Partnership, L.P., HUD Project No. 056-35140-LD (HODAG). Such information has been subjected to the auditing procedures applied in the audit of the basic financial statements for the year ended December 31, 2003, and in our opinion, is fairly stated in all material respects in relation to the basic financial statements for the year ended December 31, 2003, taken as a whole. /s/ Torres Llompart, Sanchez Ruiz & Co. January 21, 2004 License No. 169 San Juan, Puerto Rico Stamp number 1943068 was affixed to the original of this report. 67 [Letterhead of COLE, EVANS & PETERSON] INDEPENDENT AUDITORS' REPORT To the Partners Alexis Park Apartments, A Louisiana Partnership In Commendam Bossier City, Louisiana We have audited the accompanying balance sheets of Alexis Park Apartments, A Louisiana Partnership In Commendam at September 21, 2004 and December 31, 2003 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 standards. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to in the first paragraph above present fairly, in all material respects, the financial position of Alexis Park Apartments, A Louisiana Partnership In Commendam at September 21, 2004 and December 31, 2003, and the results of its operations and its cash flows for the periods then ended in conformity with generally accepted accounting principles. Our audit was made primarily for the purpose of forming an opinion on the basic financial statements for the period January 1, 2004 through September 21, 2004 and the year ended December 31, 2003 taken as a whole. The supplementary Schedule 1 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 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 Shreveport, Louisiana December 15, 2004 68 [Letterhead of COLE, EVANS & PETERSON] INDEPENDENT AUDITORS' REPORT To the Partners Alexis Park Apartments, A Louisiana Partnership In Commendam Bossier City, Louisiana We have audited the accompanying balance sheets of Alexis Park Apartments, A Louisiana Partnership In Commendam 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 standards. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to in the first paragraph above present fairly, in all material respects, the financial position of Alexis Park Apartments, A Louisiana Partnership In Commendam 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 generally accepted accounting principles. The accompanying financial statements have been prepared assuming that the Partnership will continue as a going concern. As discussed at Note 11 to the financial statements, there are uncertainties that affect the Partnership concerning the existence of hazardous waste and negative performance indicators that raise substantial doubt about the Partnership's ability to continue as a going concern. Management's position in regard to these matters is also discussed at Note 11. The financial statements do not include any adjustments that might result from the outcome of these uncertainties. Our audit was 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 the purpose 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 Shreveport, Louisiana February 2, 2004 69 [Letterhead of Dickey, Wolf & Humbard, LLC] INDEPENDENT AUDITOR'S REPORT To the Partners Williamsburg Residential, L.P. We have audited the balance sheets of Williamsburg Residential, L.P. (a Kansas Limited Partnership) as of December 31, 2004 and 2003, 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 Williamsburg Residential, L.P. as of December 31, 2004 and 2003, 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 31, 2005 70 [Letterhead of Dickey, Wolf & Humbard, LLC] INDEPENDENT AUDITOR'S REPORT To the Partners Williamsburg Residential, L.P. We have audited the balance sheets of Williamsburg Residential, L.P. (a Kansas Limited 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 Williamsburg Residential, 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 9, 2004 71 [Letterhead of MAYER HOFFMAN MCCANN P.C.] INDEPENDENT AUDITOR'S REPORT To the Partners Victory Apartments We have audited the balance sheets of Victory Apartments - F.H.A. Project No. 071-35701 as of December 31, 2004 and 2003, and the related statements of income, 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 U.S. generally accepted auditing standards 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 Victory Apartments, F.H.A. Project No. 071-35701 as of December 31, 2004 and 2003, and the results of its operations and its cash flows for the years then ended in conformity with U.S. generally accepted accounting principles. In accordance with GOVERNMENT AUDITING STANDARDS, we have also issued a reports dated January 27, 2005, on our consideration of the Partnership's internal control over financial reporting and on our tests of its compliance with certain provisions of laws, regulations, contracts, grants, agreements and other matters. The purpose of those reports is to describe the scope of our 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 our audits. /s/ Mayer Hoffman McCann P.C. Chicago, Illinois January 27, 2005 72 [Letterhead of PHILIP ROOTBERG & COMPANY, LLP] INDEPENDENT AUDITOR'S REPORT To the Partners Victory Apartments We have audited the accompanying balance sheet of Victory Apartments (a limited partnership) - F.H.A. Project No. 071-35701 as of December 31, 2002 and 2001, and the related statements of profit and 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 these financial statements based on our audits. We conducted our audits in accordance with U.S. generally accepted auditing standards 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 Victory Apartments, F.H.A. Project No. 071-35701 as of December 31, 2002 and 2001, and the results of its operations, changes in its partners' capital and its cash flows for the years then ended in conformity with U.S. generally accepted accounting principles. In accordance with Government Auditing Standards, we have also issued a report dated January 21, 2003, on our consideration of the Partnership's 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 read in conjunction with this report in considering the results of our audits. Our 2002 audit was conducted for the purpose of forming an opinion on the basic 2002 financial statements taken as a whole. The accompanying supplemental schedules listed on the preceding contents page are presented for purposes of additional analysis to comply with HUD reporting requirements and are not a required part of the basic 2002 financial statements. Such information has been subjected to the auditing procedures applied in the audits of the basic 2002 financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic 2002 financial statements taken as a whole. /s/ Philip Rootberg & Company, LLP Chicago, Illinois January 21, 2003 73 LIBERTY TAX CREDIT PLUS II L.P. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS

~~Year Ended~~ March 31, -------------------------------~~---------~~ ~~2003~~2005 ~~2002~~2004 ~~2001~~ ------------- ----------- --~~---------~~ ~~Cash~~ASSETS ~~flows~~Operating ~~from~~assets: ~~operating~~Property ~~activities:~~and ~~Net~~equipment, ~~loss~~at $cost, less accumulated depreciation (Notes 2, 4 and 7) $ 84,~~961~~607,~~377)~~267 $ 121,262,827 Cash and cash equivalents (6Notes 2,~~183~~ 3 and 12) 2,~~026~~942,859 1,838,615 Cash held in escrow (Notes 2, 3 and 5) $7,410,533 8,314,043 Deferred costs - less accumulated amortization (Notes 2 and 6) 1,~~923~~952,~~585)~~697 2,333,029 Other assets 2,363,526 4,306,926 ------------- ------------- Total operating assets 99,276,882 138,055,440 ------------- ~~Adjustments~~------------- toAssets ~~reconcile~~of ~~net~~discontinued ~~loss~~operations to(Note ~~net cash provided by operating activities~~13): ~~Loss~~Property onand ~~sale~~equipment ofheld ~~property~~for 44sale,~~883~~ 0net 0of ~~Extraordinary~~accumulated ~~item~~depreciation ~~- forgiveness~~ of ~~indebtedness income 0 (1~~$12,~~802~~722,~~622)~~802 ~~(695,154) Depreciation~~ and ~~amortization 8~~$0,~~794,462~~ ~~8,061,598~~respectively 819,~~106~~181,~~445~~395 ~~Write-off~~0 ofNet ~~deferred~~assets ~~legal~~held ~~costs~~for 0sale 3,175,373 0 ~~12,287~~------------- ~~Loss~~------------- onTotal ~~impairment~~discontinued 0assets ~~679~~22,~~811~~356,768 0 ~~Minority~~------------- ~~interest~~------------- inTotal ~~loss~~assets of$ ~~subsidiaries (199~~121,~~013) (137~~633,~~083)~~650 ~~(238~~$ 138,~~349)~~055,440 ~~Accrued~~============= ~~interest~~============= ~~added~~LIABILITIES toAND ~~principal~~PARTNERS' ofDEFICIT ~~mortgage~~Operating ~~note~~Liabilities: Mortgage notes payable ~~52,876~~(Notes ~~52,872~~3 ~~52,873~~and ~~(Increase~~7) ~~decrease~~$ in65,591,884 ~~assets:~~$ ~~Cash~~96,557,630 ~~held~~Accounts inpayable ~~escrow~~and ~~(374,289)~~other ~~(24~~liabilities 4,~~764)~~052,837 ~~(31~~6,~~739)~~048,246 ~~Other~~Accrued ~~assets~~interest ~~62,431~~payable ~~(755~~1,~~982)~~862,461 1,~~252~~900,~~652~~641 ~~Increase~~Due ~~(decrease)~~to inlocal ~~liabilities:~~general ~~Accounts~~partners ~~payable~~ and ~~other~~affiliates ~~liabilities~~ (~~196,919~~Note 8) ~~(784~~7,~~859)~~125,544 ~~(116~~14,~~380)~~797,705 Due to general partners and affiliates ~~1,837,961~~(Note 18) 17,~~429~~143,~~314~~043 115,~~673~~634,~~323~~778 ~~------------~~Due ~~-----------~~to ~~-----------~~selling ~~Total~~partners ~~adjustments 10~~2,~~022~~701,~~392~~207 62,~~718~~574,~~285~~369 ~~10,015,958~~ ------------- ----------- --~~---------~~ ~~Net~~Total ~~cash provided by~~ operating ~~activities~~liabilities 298,~~061~~476,~~015~~976 ~~535~~137,~~259 3~~513,~~092,373~~369 ------------- ----------- --~~---------~~ ~~Cash~~Liabilities ~~flows~~of ~~from~~discontinued ~~investing~~operations ~~activities~~(Note 13): ~~Proceeds~~Mortgage ~~from~~notes ~~sale~~payable of ~~property~~assets ~~4,625,000~~held 0for ~~0 Costs paid relating to~~ sale ~~of property (129~~19,~~688)~~331,973 0 0Net ~~Acquisition~~liabilities ofheld ~~property~~for ~~and~~sale ~~equipment~~including ~~(942,496)~~minority ~~(904,425)~~interest (19,~~542~~430,~~962)~~390 ~~(Increase)~~0 ~~decrease~~------------- ~~in cash held in escrow (745,014) 491,269 (23,155)~~ ------------- Total discontinued liabilities 28,762,363 0 ------------- ------------- ~~Net~~Total ~~cash~~liabilities ~~provided~~Minority byinterests (~~used~~Note in2) ~~investing~~561,850 ~~activities~~ 2,~~807~~123,~~802~~287 ~~(413,156) (1,566,117)~~ ------------- ----------- --~~---------~~ ~~Cash~~Commitments ~~flows~~and ~~from~~contingencies ~~financing~~(Notes ~~activities:~~8 ~~Increase~~and in12) ~~deferred~~Partners' ~~costs~~deficit: ~~(465,596)~~Limited ~~(145,997)~~partners (~~71,379)~~ ~~Proceeds from mortgage notes 30~~115,~~838,245~~917.5 0BACs 0issued ~~Repayments~~and ~~of mortgage notes (34,713,615~~outstanding) (~~6,842,672)~~Note (1~~,742,960~~) ~~Increase in due to local general partners and affiliates 170,648~~ (5,~~978~~112,~~211 758,900 Decrease in due to local general partners and affiliates (458,128~~305) (~~216~~534,~~236~~720) ~~(115,556)~~General ~~Increase in due to selling~~ partners ~~107,520 99,070 91,333 Decrease in capitalization of consolidated subsidiaries attributable to minority interest~~ (231,~~674) (365~~055,~~508~~234) (~~284~~1,~~984~~046,496) ------------- ----------- --~~---------~~ ~~Net~~Total ~~cash~~partners' ~~used~~deficit ~~in financing activities~~ (46,~~544~~167,~~600~~539) (1,~~493~~581,~~132~~216) ~~(1,364,646)~~ ------------- ----------- --~~---------~~ Total liabilities and partners' deficit $ 121,633,650 $ 138,055,440 ============= =============

See accompanying notes to consolidated financial statements. 74 LIBERTY TAX CREDIT PLUS II L.P. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS

~~Year~~Years Ended March 31, ---------------------------------------------- ~~2003~~2005 ~~2002~~2004* ~~2001~~2003* ------------ ------------ ------------ ~~Net~~Operations: ~~increase~~Revenues ~~(decrease)~~Rental inincome ~~cash~~$ ~~and~~19,151,807 ~~cash~~$ ~~equivalents 324~~18,~~217~~680,237 (1$ 18,~~371~~794,~~029)~~576 ~~161,610~~Other ~~Cash~~(Note ~~and~~11) ~~cash~~797,720 ~~equivalents~~764,631 at728,250 ~~beginning~~------------ of------------ ~~year~~------------ 119,~~253~~949,~~722~~527 219,~~624~~444,~~751~~868 219,~~463~~522,~~141~~826 ------------ ------------ ------------ ~~Cash~~Expenses General and ~~cash~~administrative ~~equivalents~~4,486,728 at4,953,170 ~~end~~4,535,580 ofGeneral ~~year~~and $administrative-related 1parties (Note 8) 2,~~577~~668,~~939~~229 $2,365,425 12,~~253~~348,~~722~~918 $Repairs 2and maintenance 4,~~624~~363,~~751~~169 ~~============~~4,738,219 ~~===========~~4,019,926 ~~===========~~Operating ~~Supplemental~~and ~~disclosure~~other of2,441,764 ~~cash~~2,270,007 ~~flows~~2,042,280 ~~information:~~Real ~~Cash~~estate ~~paid~~taxes ~~during~~729,156 ~~the~~637,675 ~~year~~626,988 ~~for~~Insurance 1,206,488 1,181,677 1,013,353 Financial, primarily interest $3,968,565 64,~~037~~014,~~438~~243 $4,529,853 Depreciation and amortization 5,803,615 5,789,144 6,~~912~~843,~~381~~058 $------------ 7------------ ------------ Total expenses 25,~~986~~667,~~485~~714 ~~Supplemental~~25,949,560 ~~disclosures~~25,959,956 of------------ ~~noncash~~------------ ~~investing~~------------ ~~and~~Loss ~~financing~~from ~~activities:~~operations ~~Increase~~before inminority ~~property~~interest ~~and~~(5,718,187) ~~equipment~~(6,504,692) -(6,437,130) ~~held~~Minority ~~for~~interest ~~sale~~in ~~reclassified~~loss of subsidiaries from ~~property~~operations ~~and~~35,139 ~~equipment~~157,199 $54,728 0------------ $------------ 4------------ Loss from operations (5,~~420~~683,~~312~~048) $(6,347,493) 0(6,382,402) ~~Increase~~Discontinued inoperations: ~~other~~Income ~~assets~~(loss) from ~~property~~discontinued ~~and~~operations ~~equipment~~(including ~~deferred~~gain (loss) 0on ~~47,133~~sale 0of ~~Forgiveness~~properties ofand ~~indebtedness~~minority ~~income:~~interest) ~~Decrease~~(Note in13) ~~mortgage~~1,059,225 ~~notes~~(1,122,509) ~~payable~~(1,578,975) ------------ ------------ ------------ Net loss $ 0(4,623,823) $ (17,~~802~~470,~~622~~002) $ (~~374~~7,~~656~~961,377) ~~Decrease~~============ in============ ~~accounts~~============ ~~payable~~Loss 0from 0operations ~~(327,665)~~- ~~Decrease~~limited inpartners ~~other~~$ ~~assets~~(5,626,217) 0$ 0(6,284,018) 7$ (6,~~167~~318,578) ~~Summarized~~Income ~~below~~(loss) ~~are~~from ~~the~~discontinued ~~components~~operations of(including ~~the~~gain (loss) on sale of ~~property~~properties ~~(Note~~and 10minority interest): ~~Decrease~~- inlimited ~~property~~partners ~~and~~1,048,633 ~~equipment~~(1,111,284) (1,563,185) ------------ ~~held~~------------ ~~for sale~~ ------------ ~~net~~Net ofloss ~~accumulated~~- ~~depreciation~~limited partners $ (4,~~420~~577,~~312~~584) $ 0(7,395,302) $ 0(7,881,763) ~~Decrease~~============ in============ ~~mortgage~~============ ~~escrow~~Number ~~deposits~~of ~~110~~BACs outstanding 115,~~641~~917.5 0115,917.5 0115,917.5 ~~Decrease~~============ in============ ~~prepaid~~============ ~~expenses~~Loss ~~and~~from ~~other~~operations ~~assets~~per ~~163,704~~BAC 0$ 0(48.54) ~~Decrease~~$ in(54.21) ~~accounts~~$ ~~payable,~~(54.50) ~~accrued~~Income ~~expenses~~(loss) from discontinued operations (including gain (loss) on sale of properties and ~~other~~minority ~~liabilities~~interest) per BAC 9.05 (~~155,463~~9.59) 0(13.49) 0------------ ~~Increase~~------------ in------------ ~~due~~Loss toper ~~general~~BAC ~~partners~~$ of(39.49) ~~subsidiaries~~$ ~~and~~(63.80) ~~their~~$ ~~affiliates~~(67.99) ~~1,001~~============ 0============ 0============

* Reclassified for comparative purposes. See accompanying notes to consolidated financial statements. 75 LIBERTY TAX CREDIT PLUS II L.P. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' (DEFICIT) CAPITAL

~~March~~Limited ~~31,~~General ~~2003~~Total ~~March~~Partners ~~31,~~Partners ~~2002~~------------ ------------ ------------ Partners' capital (deficit) - April 1, 2002 $ 13,850,163 $ 14,742,345 $ (892,182) Net loss (7,961,377) (7,881,763) (79,614) ------------ ------------ ~~Carrying Carrying Amount Fair Value Amount Fair Value~~ ------------ Partners' capital (deficit) - March 31, 2003 5,888,786 6,860,582 (971,796) Net loss (7,470,002) (7,395,302) (74,700) ------------ ------------ ------------ ~~Mortgage~~Partners' ~~notes~~deficit ~~payable~~- ~~for~~March ~~which~~31, it2004 ~~is:~~(1,581,216) ~~Practicable~~(534,720) to(1,046,496) ~~estimate~~Noncash ~~fair~~contribution ~~value~~from ~~$35~~related party sale 37,~~300~~500 0 37,~~343~~500 ~~$35~~Net loss (4,~~284~~623,~~195~~823) ~~$35~~(4,~~397~~577,~~045~~585) ~~$34~~(46,~~324,644~~238) ~~Not~~------------ ~~practicable~~------------ ------------ Partners' deficit March 31, 2005 $69 (6,~~324~~167,~~450~~539) *$ (5,112,305) $73 (1,~~050~~055,~~242~~234) *============ ============ ============

See accompanying notes to consolidated financial statements. 76 LIBERTY TAX CREDIT PLUS II L.P. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

Years Ended March 31, ~~Estimated~~ ---------------------------------------------- ~~Useful~~2005 ~~Lives~~2004* 2003* ~~2002 (Years)~~ ------------- ------------- ------------ ~~Land~~Cash flows from operating activities: Net loss $ 13(4,~~987~~623,~~183~~823) $ 13(7,~~987~~470,~~183~~002) $ (7,961,377) ------------ ~~Building~~------------ ------------ Adjustments to reconcile net loss to net cash provided by operating activities: (Income) loss from discontinued operations (1,059,225) 1,122,509 1,578,975 Depreciation and ~~improvements~~amortization ~~215~~5,~~016~~803,~~895~~615 ~~214~~5,~~239~~789,~~265~~144 156,843,058 Minority interest in (loss) income of subsidiaries (35,139) (157,199) (54,728) Accrued interest added to 40principal of mortgage note payable 52,872 52,872 52,876 (Increase) decrease in assets: Cash held in escrow (59,421) 22,532 (392,935) Other 6assets 159,~~223~~590 148,~~824~~357 624,~~112~~698 Increase (decrease) in liabilities: Accounts payable and other liabilities 165,~~294~~177 554,328 434,374 Due to 15general partners and affiliates 2,085,061 1,828,381 1,751,992 ------------ ------------ ------------ Total adjustments 7,112,530 8,860,924 10,238,310 ------------ ~~235~~------------ ------------ Net cash provided by operating activities 2,~~227~~488,~~902~~707 ~~234~~1,~~338~~390,~~742~~922 ~~Less~~2,276,933 ------------ ------------ ------------ Cash flows from investing activities: ~~Accumulated~~Proceeds ~~depreciation~~from sale of properties 600,000 7,840,000 4,625,000 Costs paid relating to sale of properties 0 (99136,~~213~~254) (129,~~488~~688) Acquisition of property and equipment (911,188,722) (932,748) (942,~~867~~496) Decrease (increase) in cash held in escrow 276,392 (199,096) (745,014) ------------ ------------ ------------ Net cash (used in) provided by investing activities (312,330) 6,571,902 2,807,802 ------------ $------------ ~~136~~------------ Cash flows from financing activities: Increase in deferred costs (123,~~014~~282) (150,~~414~~197) $(465,596) ~~142~~Proceeds from mortgage notes 0 0 30,~~589~~838,~~875~~245 ~~=============~~Repayments ~~=============~~of mortgage notes (1,357,129) (8,120,035) (34,713,615) Increase in due to local general partners and affiliates 445,504 361,350 170,648 Decrease in due to local general partners and affiliates (410,181) (158,724) (674,046) Increase in due to selling partners 126,838 116,754 107,520 Increase (decrease) in capitalization of consolidated subsidiaries attributable to minority interest 246,117 248,704 (23,674) ------------ ------------ ------------ Net cash used in financing activities (1,072,133) (7,702,148) (4,760,518) ------------ ------------ ------------

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

Years Ended March 31, --------------------------- ~~2003 2002~~ ------------------- 2005 2004* 2003* ------------ ~~Land $ 0 $ 450,000 Buildings and improvements 0 7,117,406~~ ------------ ------------ 0Net 7increase in cash and cash equivalents 1,~~567~~104,~~406~~244 ~~Less:~~260,676 ~~Accumulated~~324,217 ~~depreciation~~Cash 0and (3cash equivalents at beginning of year 1,~~147~~838,~~094)~~615 1,577,939 1,253,722 ------------ ------------ ------------ Cash and cash equivalents at end of year $ 02,942,859 $ 1,838,615 $ 1,577,939 ============ ============ ============ Supplemental disclosure of cash flows information: Cash paid during the year for interest $ 4,~~420~~826,~~312~~443 $ 6,043,819 $ 6,037,438 ============ ============ ============

* Reclassified for comparative purposes. See accompanying notes to consolidated financial statements. 78 LIBERTY TAX CREDIT PLUS II L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2005 NOTE 1 - General Liberty Tax Credit Plus II L.P., a Delaware limited partnership (the "Partnership"), was organized on March 25, 1988, but had no activity until July 1, 1988 (which date is considered to be inception for financial accounting purposes). The Partnership had no operations until commencement of the public offering on July 20, 1988. The general partners of the Partnership are Related Credit Properties II L.P., a Delaware limited partnership (the "Related General Partner"), Liberty Associates II L.P., a Delaware limited partnership ("Liberty Associates"), and Liberty GP II Inc. (formerly Shearson Liberty GP II Inc.), a Delaware corporation (the "Liberty General Partner" and together with the Related General Partner and Liberty Associates, the "General Partners"). The general partner of the Related General Partner is Related Credit Properties II Inc., a Delaware corporation. The general partners of Liberty Associates are Related Credit Properties II Inc., and the Liberty General Partner. Liberty Associates is also the special limited partner of the Partnership. On November 17, 2003, CharterMac acquired Related Capital Company, which is the indirect parent of RCC Manager LLC, the sole shareholder of Related Credit Properties II 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. The Partnership's business is to invest in other limited partnerships ("Local Partnerships", "subsidiaries" or "subsidiary partnerships") owning leveraged low-income multifamily residential complexes ("Apartment Complexes") that are eligible for the low-income housing tax credit ("Housing Tax Credit") enacted in the Tax Reform Act of 1986, and to a lesser extent in Local Partnerships owning properties ("Rehabilitation Projects" and together with the Apartment Complexes, the "Properties") that are eligible for the historic rehabilitation tax credit. The Partnership's investment in each Local Partnership represents a 20% to 98% interest in that Local Partnership. The Partnership had originally invested in 27 Local Partnerships. During the year ended March 31, 2005, the Partnership sold the property and the related assets and liabilities of one Local Partnership and the limited Partnership interest of one Local Partnership. Through the year ended March 31, 2005, the Partnership has sold the properties and the related assets and liabilities of four Local Partnerships and the limited partnership interest in one Local Partnership (see Note 10). The Partnership was authorized to issue a total of 200,000 Beneficial Assignment Certificates ("BACs"), of which 120,000 have been registered with the Securities and Exchange Commission for sale to the public. The public offering was completed on January 9, 1989 with a total of 115,917.5 BACs sold and $115,917,500 of proceeds received by the Partnership. 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 24, 26 and 27 subsidiary partnerships in which the Partnership is a limited partner for the years ended March 31, 2005, 2004 and 2003 (the 2004, 2003 and 2002 "Fiscal Years"), respectively. Through the rights of the Partnership and/or a General Partner (which has a contractual obligation to act on behalf of the Partnership) to remove the general partner of the subsidiary local partnerships and to approve certain major operating and financial decisions, the Partnership has a controlling financial interest in the subsidiary local partnerships. For financial reporting purposes, the Partnership's fiscal year ends on 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 subsidiaries have fiscal years ending December 31. Accounts of the subsidiaries have been adjusted for intercompany transactions from January 1 through March 31. All intercompany accounts and transactions with the subsidiary partnerships have been eliminated in consolidation. Increases (decreases) in the capitalization of consolidated subsidiaries attributable to minority interest arise from cash contributions and cash distributions to the minority interest partners. The Partnership's investment in each subsidiary partnership is equal to the respective subsidiary partners' equity less minority interest capital, if any. Losses attributable to minority interests which exceed the minority interest's investment in a subsidiary partnership have been charged to the Partnership. Such losses aggregated approximately $398,000, $0 and $564,000 for the years ended March 31, 2005, 2004 and 2003 (the 2004, 2003 and 2002 Fiscal Years), respectively. In consolidation, all subsidiary partnership 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. 79 LIBERTY TAX CREDIT PLUS II L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2005 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 (SFAS) No. 144 "Accounting for the Impairment or Disposal of Long-Lived Assets". A loss on impairment of assets is recorded when management estimates amounts recoverable through future operations and sale of the Property on an undiscounted basis are below depreciated cost. 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. During the year ended March 31, 2005, the Partnership did not record a loss on impairment of assets. Through March 31, 2005, the Partnership has recorded approximately $5,407,000 as a loss on impairment of assets. In accordance with FASB 144 "Accounting for the Impairment or Disposal of Long-Lived Assets", 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 Partnership 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 financials 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. There were two assets classified as property and equipment-held for sale at March 31, 2005, Rolling Green Limited Partnership ("Rolling Green") and Upper Fifth Avenue Residential Associates, L.P. ("Upper Fifth"). See Note 12 regarding discontinued operations. 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 charged to tenants' accounts receivable if not received by the due date. Rental payments received in advance of the due date are deferred until earned. Rental subsidies are recognized as rental income during the month in which it is earned. Other revenues are recorded when earned and consist of the following items: Interest income earned on cash and cash equivalent balances and cash held in escrow balances, income from forfeited security deposits, late charges, laundry and vending income and other rental related items. Other revenues from operations include the following amounts at both the Partnership and Local Partnership level:

Years Ended March 31, -------------------------------------- ~~2003~~2005 ~~2002~~2004 2003 -------- -- ------ -------- ~~Real~~Interest ~~estate taxes~~$132,210 ~~insurance, reconstruction and other~~ $3111,~~844,604~~060 $3140,~~491,960~~010 ~~Reserve~~Other ~~for replacements 3~~665,~~433,287~~510 2653,~~791,954~~571 ~~Tenant security deposits 1~~588,~~117,637~~240 ~~1,102,952~~ -------- -- ------ -------- Total other revenue $8797,~~395~~720 $764,~~528~~631 $7728,~~386,866~~250 ======== == ====== ========

Other revenues from discontinued operations include the following amounts at both the Partnership and Local Partnership level:

Years Ended March 31, ---------------------------- ~~2003 2002 Period~~ ----------- 2005 2004 2003 -------- --- ----- -------- ~~Financing~~Interest ~~expenses~~$ 0 $ 31,~~926,041~~610 $ 52,~~716,065~~224 * Other ~~639~~896,~~858~~917 ~~639~~200,~~858~~741 ~~Various~~202,117 --------~~---~~ --------~~---~~ ~~4,565,899 6,355,923 Less: Accumulated amortization (2,048,941) (3,028,056)~~ --------~~---~~ ~~-----------~~Total $other 2revenue $896,~~516,958~~917 $202,351 3$204,~~327,867~~341 ======== === ===== ========

e) Offering Costs Costs incurred to sell BACs, including brokerage and the nonaccountable expense allowance, are considered selling and offering expenses. These costs are charged directly to limited partners' capital. 80 LIBERTY TAX CREDIT PLUS II L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2005 f) 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 (Note 9). g) Loss Contingencies The Partnership records loss contingencies as a charge to income when information becomes available which indicates that it is probable that an asset has been impaired or a liability has been incurred as of the date of the financial statements and the amount of loss can be reasonably estimated. In addition, the Partnership evaluates a potential environmental liability independently from any potential claim for recovery. h) 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. i) New Accounting Pronouncements On December 16, 2004, the FASB issued Statements of Financial Accounting Standards ("SFAS") No. 153, Exchanges of Nonmonetary Assets - An Amendment of APB Opinion No. 29 ("SFAS No. 153"). The amendments made by SFAS No. 153 are based on the principle that exchanges of nonmonetary assets should be measured based on the fair value of the assets exchanged. Further, the amendments eliminate the narrow exception for nonmonetary exchanges of similar productive assets and replace it with a broader exception for exchanges of nonmonetary assets that do not have "commercial substance." SFAS No. 153 is effective for nonmonetary asset exchanges occurring in fiscal periods beginning after June 15, 2005. The Company does not believe that the adoption of SFAS No. 153 on June 15, 2005 will have a material effect on the Company's consolidated financial statements. In January 2003, the Financial Accounting Standards Board ("FASB") issued FASB Interpretation No. 46, "Consolidation of Variable Interest Entities" ("FIN 46"). FIN 46 was applicable immediately for variable interest entities created after January 31, 2003. For variable interest entities created before February 1, 2003, the provisions of FIN 46 were applicable no later than December 15, 2003. The Partnership has not created any variable interest entities after January 31, 2003. In December 2003, the FASB redeliberated certain proposed modifications and revised FIN 46 ("FIN 46 (R)"). The revised provisions were applicable no later than the first reporting period ending after March 15, 2004. The adoption of FIN 46 (R) did not have a material impact on the Partnership's financial reporting and disclosures. In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity". SFAS No. 150 changes the accounting for certain financial instruments that, under previous guidance, could be classified as equity or "mezzanine" equity, by now requiring those instruments to be classified as liabilities (or assets in some circumstances) in the Consolidated Balance Sheets. Further, SFAS No. 150 requires disclosure regarding the terms of those instruments and settlement alternatives. The guidance in SFAS No. 150 generally was effective for all financial instruments entered into or modified after May 31, 2003, and was otherwise effective at the beginning of the first interim period beginning after June 15, 2003. The Partnership has evaluated SFAS No. 150 and determined that it does not have an impact on the Partnership's financial reporting and disclosures. 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 nontrading 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. The estimated fair values of the Partnership's mortgage notes payable from operating liabilities are as follows:

~~Fiscal~~March ~~Year~~31, ~~Ending~~2005 ~~Amount~~March 31, 2004 ------------------------- ------------------------- ~~2003~~Carrying $Fair ~~1,669,897~~Carrying ~~2004~~Fair ~~13,519,653~~Amount ~~2005~~Value ~~6,692,158~~Amount ~~2006~~Value ~~3,347,952~~----------- ~~2007~~----------- ~~1,582,660 Thereafter 77,812,473~~ ----------- ----------- Mortgage notes payable for which it is: Practicable to estimate fair value $~~104~~23,~~624~~254,~~793~~467 ~~============~~$23,254,467 $34,390,205 $34,192,920 Not practicable $42,337,417 * $62,167,425 *

81 LIBERTY TAX CREDIT PLUS II L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2005 The estimated fair values of the Partnership's mortgage notes payable from discontinued liabilities are as follows:

~~Year Ended~~ March 31, ~~----------------------------------------~~2005 ~~2003 2002 2001~~ ----------- ---------- ------~~-----~~ ~~Partnership~~Carrying ~~management~~Fair ~~fees~~Amount ~~(a)~~Value $ 1,460,000 $ 1,496,000 $ 1,496,000 Expense reimbursement (b) 149,966 134,815 150,970 Property management fees incurred to affiliates of the General Partners (c) 362,942 355,825 348,560 Local administrative fee (d) 51,500 54,000 54,000 ----------- ----------- ~~-----------~~Mortgage ~~Total~~notes ~~general~~payable ~~and~~for ~~administrative-General~~which ~~Partners~~it ~~2,024,408~~is: ~~2,040,640~~Practicable ~~2,049,530 ----------- ----------- ----------- Property management fees incurred~~ to ~~affiliates~~estimate offair ~~the~~value ~~Local~~$ ~~General Partners (c) 520~~5,~~664 531~~580,~~175~~613 ~~565,720 ----------- ----------- ----------- Total general and administrative-related parties~~ $ 26,~~545~~789,~~072~~731 $Not ~~2,571,815~~practicable $ 213,~~615~~751,~~250~~360 ~~=========== =========== ===========~~*

* 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. The carrying amount of other financial instruments that require such disclosure approximates fair value. NOTE 4 - Property and Equipment The components of property and equipment and their estimated useful lives from operating asset are as follows:

March 31, Estimated ------------------------------- ~~2003~~Useful ~~2002~~Lives 2005 2004 (Years) ------------- ------------- ~~Operating~~------------- ~~advances~~Land $ 610,~~409~~431,~~351~~355 $ 612,~~474~~323,~~918~~699 ~~Development~~-- ~~fee~~Building ~~payable~~and 2improvements 156,~~399~~163,~~079~~976 2205,~~445~~124,~~096~~742 ~~Operating~~15 ~~deficit~~to ~~advances~~40 ~~4,885,335~~Other 4,~~896~~398,~~029~~989 ~~Management and other fees 710~~5,~~603 918~~819,~~858~~617 ~~Notes~~5 ~~payable~~to ~~(f)~~15 ~~1,207,603 1,207,603 Interest notes payable 832,552 789,499~~ ------------- ------------- ~~$16~~170,~~444~~994,~~523~~320 ~~$16~~223,~~732~~268,~~003~~058 ~~=========== =========== (f) Notes payable consist of the following~~Less: ~~Polynesian~~Accumulated $depreciation ~~316~~(86,~~370 $ 316~~387,~~370~~053) ~~---------- This promissory note bears interest at 11% with a maturity date of June 1~~(102, ~~2003. Interest expense of $34~~005,~~800~~231) ~~was incurred for each of the years ended March 31, 2003 and 2002. Seagrape 649,171 649,171~~ -------- ~~This promissory note bears interest at 11% with a maturity date of December 31, 2003. Interest expense of $71,409 was incurred for each of the years ended March 31, 2003 and 2002. Alexis~~ ------ ~~This unsecured promissory note bears interest at 242,062 242,062 2% above prime and is due on demand. Interest~~ ----------- --~~---------~~ ~~expense of~~ $~~17,676~~ ~~and $20~~84,~~955 was incurred for the years ended March 31~~607,267 ~~2003 and 2002.~~ $ 1121,~~207~~262,~~603~~827 ~~$ 1,207,603~~ ============= =============

Included in property and equipment are $6,955,050 of acquisition fees paid or accrued to the General Partners and $1,606,014 of acquisition expenses as of March 31, 2005 and 2004. In addition, as of March 31, 2005 and 2004, buildings and improvements include $7,015,991 of capitalized interest. In connection with the rehabilitation of the Properties, the subsidiary partnerships have incurred developer's fees of $20,563,695 to the local general partners and affiliates. Such fees have been included in the cost of property and equipment. Depreciation expense for the years ended March 31, 2005, 2004 and 2003 amounted to $5,707,376, $5,789,144 and $6,843,058, respectively. During the 2005 and 2004 Fiscal Years, there were decreases in accumulated depreciation in the amounts of $83,528 and $0, respectively, due to write-offs on dispositions from operations and $9,885,825 and $2,997,401, respectively, relating to the discontinued operations. The components of property and equipment held for sale and their estimated useful lives from discontinued asset are as follows:

~~Year~~Estimated ~~Ended~~ March 31, ~~-----------------------------------------~~Useful ~~2003~~Lives ~~2002~~2005 ~~2001~~(Years) ------------ ----------- -~~----------~~ ~~Financial~~Land ~~statement Net loss~~ $ (7638,~~961,377)~~738 ~~$(6,183,026) $(6,923,585) Difference resulting from parent company hav~~- ~~ing a different fiscal year for income tax and financial reporting purposes (43,872) 13,539 (35,930) Difference between depreciation and amortiza~~- ~~tion~~Building ~~expense recorded for financial reporting purposes~~ and ~~the~~improvements ~~accelerated cost recovery system utilized for income tax purposes (2~~30,~~207~~538,~~445)~~700 ~~(2,083,063)~~15 ~~(2,180,925) Excess losses allocated~~ to ~~minority~~40 ~~interest~~Other ~~for income tax purposes 643~~724,~~157~~572 ~~1,329,287 1,347,334 Other~~ 5~~,759~~ ~~(66,177)~~to ~~(402,302)~~15 ------------ 31,902,010 Less: Accumulated depreciation (12,720,615) ----------- -~~--------~~ ~~Net loss as shown on the income tax return for the calendar year ended~~ $ (919,~~563~~181,~~778)~~395 ~~$(6,989,440) $(8,195,408)~~ ============ ~~=========== ===========~~

Depreciation expense from discontinued operations for the year ended March 31, 2005 amounted to $1,364,414. 82 LIBERTY TAX CREDIT PLUS II L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2005 NOTE 5 - Cash Held in Escrow Cash held in escrow from operating assets is restricted and consists of the following:

~~Name~~March ~~and~~31, ~~Address of Amount and Nature of Percentage Title of Class Beneficial Owner Beneficial Ownership of Class~~ -------------- ---------~~-------~~ 2005 2004 ----------~~----------~~ ----------~~---~~ ~~General~~Real ~~Partnership~~estate ~~Related~~taxes, ~~Credit $500 capital contribution 49% Interest in the Properties II L.P. - directly owned Partnership 625 Madison Avenue New York~~insurance, NYreconstruction ~~10022~~and ~~General~~other ~~Partnership Liberty GP II~~$3,497,315 ~~Inc.~~ $~~500~~3,713,774 ~~capital~~Reserve ~~contribution~~for ~~49%~~replacements ~~Interest~~3,085,158 in3,465,131 ~~the~~Tenant ~~625~~security ~~Madison~~deposits ~~Avenue - directly owned Partnership New York~~828,060 ~~NY 10022 General Partnership Liberty Associates II L.P. $~~1,~~000~~135,138 ~~capital~~---------- ~~contribution 2% Interest in the 625 Madison Avenue~~ ---------- ~~directly~~$7,410,533 ~~owned Partnership New York~~$8,314,043 NY========== ~~10022~~==========

Cash held in escrow from discontinued assets is restricted and consists of the following:

~~Name~~March ~~and~~31, ~~Address~~2005 ~~of Amount and Nature of Percentage Title of Class Beneficial Owner Beneficial Ownership of Class~~ ----------~~----~~ ~~-------------------~~Real ~~--------------------~~estate ~~------------- BACs Lehigh Tax Credit 2~~taxes,~~239~~ ~~(1) 1.9% Partners~~insurance, ~~Inc.~~reconstruction ~~625~~and ~~Madison~~other ~~Avenue New York~~$228,225 NYReserve ~~10022~~for ~~BACs~~replacements ~~Alan P. Hirmes 2~~142,~~239~~435 ~~(1)(2)~~Tenant ~~1.9%~~security ~~625~~deposits ~~Madison Avenue New York~~233,539 NY-------- ~~10022 BACs Stuart J. Boesky 2~~$604,~~239~~199 (1)(2) 1.9% 625 Madison Avenue New York, NY 10022 BACs Marc D. Schnitzer 0 0% 625 Madison Avenue New York, NY 10022 BACs Denise L. Kiley 0 0% 625 Madison Avenue New York, NY 10022 BACs Glenn F. Hopps 0 0% 625 Madison Avenue New York, NY 10022 BACs Teresa Wicelinski 0 0% 625 Madison Avenue New York, NY 10022 BACs All directors and 2,239 (1)(2) 1.9% executive officers of the general partner of the Related General Partner as a group (seven persons) 625 Madison Avenue New York, NY 10022========

NOTE 6 - Deferred Costs The components of deferred costs and their periods of amortization from operating assets are as follows:

~~PART~~March ~~IV Item 15. Exhibits~~31, ~~Financial Statement Schedules, and Reports on Form 8~~-~~K. Sequential Page~~ ---------- (a) 1. Financial Statements Independent Auditors' Report 18 Consolidated Balance Sheets at March 31, 2003 and 2002 88 Consolidated Statements of Operations for the Years Ended March 31, 2003, 2002 and 2001 89 Consolidated Statements of Changes in Partners' Capital (Deficit) for the Years Ended March 31, 2003, 2002 and 2001 90 Consolidated Statements of Cash Flows for the Years Ended March 31, 2003, 2002 and 2001 91 Notes to Consolidated Financial Statements 93 (a) 2. Financial Statement Schedules ----------------------------- ~~Independent Auditors' Report 119 Schedule I~~ - ~~Condensed Financial Information of Registrant 120 Schedule III~~ - ~~Real~~2005 ~~Estate~~2004 ~~and~~Period Accumulated Depreciation 123 All other schedules have been omitted because they are not required or because the required information is contained in the financial statements and notes thereto. (a) 3. Exhibits -------- (3B) Form of Amended and Restated Agreement of Limited Partnership of Liberty Tax Credit Plus II L.P. (incorporated by reference to exhibits filed with Amendment No. 1 to Liberty Tax Credit Plus II L.P.'s Regis--- ~~tration Statement on Form S~~-11---------- ~~Registration No. 33~~-~~21429)~~----------- ~~(21)~~Financing ~~Subsidiaries~~expenses of$ ~~the~~2,817,550 ~~Registrant~~$ ~~113~~3,907,517 ~~(b)~~* ~~Reports~~Other on639,858 ~~Form~~639,858 ~~8-K~~Various ----------- -------- ~~No reports on Form 8~~-K-- ~~were~~3,457,408 ~~filed~~4,547,375 ~~during~~Less: ~~the~~Accumulated ~~quarter.~~amortization (c1,504,711) ~~Additional~~(2,214,346) ~~Exhibits~~ ----------- -------- ~~99.1 Certification Pursuant to 18 U.S.C. Section 1350, as adopted pur~~- ~~suant to Section 906 of the Sarbanes~~-~~Oxley~~- ~~Act~~$ of1,952,697 ~~2002.~~$ ~~118~~2,333,029 ~~(d)~~=========== ~~Not applicable~~===========

* Over the life of the respective related mortgages Amortization expense for the years ended March 31, 2005, 2004 and 2003 amounted to $96,239, $334,126 and $1,276,505, respectively. During the years ended March 31, 2005 and 2004, accumulated amortization decreased $0 and $168,721 due to the write-off of fully amortized deferred costs and $156,271 and $0, respectively, due to the discontinued operations. The components of deferred costs and their periods of amortization from discontinued assets are as follows:

~~Jurisdiction~~March ~~(c)~~31, ~~Subsidiaries~~2005 ofPeriod ~~the Registrant (Exhibit 21) of Organization~~ ---------~~---------------------~~ -------~~----------~~ ~~Polynesian~~Financing ~~Apartments~~expenses ~~Associates,~~$ ~~Ltd. (a Limited Partnership) FL Seagrape Village Associates~~955,929 ~~Ltd.~~* (aLess: ~~Limited~~Accumulated ~~Partnership)~~amortization ~~FL Metropolitan Towers Associates, L.P. PR Westminster Place II - Olive Site, L.P. MO Property Development Associates, L.P.~~ (~~Bridgeport~~693,016) ~~MO Whittier Plaza Associates Limited Partnership MO United~~-~~Glen Arden I Limited Partnership MD United~~-~~Glen Arden II Limited Partnership MD Rolling Green Limited Partnership IL Santa Juanita II Limited Partnership NY Spring Creek Associates, L.P. (a Delaware Limited Partnership) DE East Two Thirty~~-Five Associates L.P. (a Delaware Limited Partnership) (14th Street) DE Upper Fifth Avenue Residential Associates, L.P. DE West 107th Street Associates, L.P. (a Delaware Limited Partnership) DE General Atlantic Second Avenue Associates, L.P. (a Delaware Limited Partnership) (96th Street) NY Church Lane Associates PA Robin Housing Associates (a Limited Partnership) NY Concourse Artists Housing Associates (a Limited Partnership) NY 2051 Grand Concourse Housing Associates (a Limited Partnership) NY Willoughby-~~Wyckoff~~----- ~~Housing~~$ ~~Associates (a Limited Partnership) NY Goodfellow Place Limited Partnership MO Penn Alto Associates Limited Partnership PA Gramco Development Limited Dividend Partnership~~262,913 ~~L.P. (Bayamon) PR Alexis Park Apartments, a Louisiana Partnership in Commendam LA Williamsburg Residential, L.P. KS Victory Apartments IL~~=========

* Over the life of the respective related mortgages Amortization expense from discontinued operations for the year ended March 31, 2005 amounted to $43,413. 83 LIBERTY TAX CREDIT PLUS II L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2005 NOTE 7 - Mortgage Notes Payable The mortgage notes are payable in aggregate monthly installments of approximately $475,000 including principal and interest at rates varying from 1% to 15% per annum, through 2042. Each subsidiary partnership's mortgage note payable is collateralized by the land and buildings of the respective subsidiary partnership and the assignment of certain subsidiary partnership's rents and leases and is without further recourse. Annual principal payment requirements for each of the next five fiscal years and thereafter from operating liabilities are as follows:

~~March~~Fiscal ~~31,~~Year Ending Amount ------------------------- ~~2003 2002~~ ----------- ----------- ~~Cash~~2005 ~~and cash equivalents~~ $ 92,~~646 $ 31~~437,~~878~~735 ~~Investment~~2006 ~~and advances in subsidiary partnerships 39~~3,~~161~~284,~~808~~149 ~~41,664,951~~2007 ~~Other assets 191~~1,~~414 173~~514,~~357~~325 ~~-----------~~2008 ~~----------- Total assets $39~~1,~~362~~526,~~868~~704 ~~$41,870,186~~2009 ~~=========== =========== LIABILITIES AND PARTNERS' EQUITY Due to general partner and affiliates $13~~1,~~336~~211,~~984~~383 ~~$11,512,367~~Thereafter ~~Other liabilities 66~~55,~~156 64~~617,~~020~~588 ----------- ~~----------- Total liabilities 13,403,140 11,576,387 Partners' equity 25,959,728 30,293,799 ----------- ----------- Total liabilities and partners' equity~~ $3965,~~362~~591,~~868~~884 ~~$41,870,186~~ =========== ~~===========~~

Annual principal payment requirements for each of the next five fiscal years and thereafter from discontinued liabilities are as follows:

Fiscal Year ~~Ended~~Ending ~~March~~Amount ~~31,~~ ----------------------------------~~-------~~ ~~2003 2002 2001~~ ----------- ~~-----------~~2005 ~~----------- Revenues Other~~ $ 38371,~~721~~265 $2006 25388,~~267~~248 $2007 37406,~~250~~050 ~~-----------~~2008 ~~----------- ----------- Expenses Administrative and management 580~~424,~~974~~718 ~~180,876~~2009 ~~161~~444,~~239~~298 ~~Administrative~~Thereafter ~~and management-related parties 1~~17,~~237~~297,~~610~~394 ~~1,646,970 1,635,761~~ ----------- ----------- ----------- Total expenses 1,818,584 1,827,846 1,797,000 ----------- ----------- ----------- Loss from operations (1,779,863) (1,802,579) (1,759,750) Equity in loss of subsidiary partnerships (*) (2,554,208) (2,129,865) (2,263,009) ----------- ----------- ----------- Net loss $(419,~~334~~331,~~071)~~973 ~~$(3,932,444) $(4,022,759)~~ =========== ~~=========== ===========~~

Property Development Associates, L.P. ------------------------------------- During 2002, Property Development Associates L.P. ("Property Development") was notified that certain defaults had occurred with the mortgage note payable. As of December 31, 2002, the Mortgagee was pursuing all of its rights and remedies for default, including, without limitation, acceleration of the maturity date of the Loan and demand for payment of the entire outstanding balance of the Loan. On March 5, 2004, the mortgage note payable was purchased by an affiliate of the management company (which is not affiliated with the Local General Partner or the General Partners). The purchase of this note remedied the defaults and the note terms were modified. The Maturity Date was extended from May 1, 2004 to August 1, 2004, and the interest rate was changed from 6% to 7%. The borrower had the option to extend the maturity date to February 1, 2005. Additionally, commencing on April 1, 2004 and continuing through the Maturity Date, the subsidiary partnership will not be obligated to make the monthly principal payments. Property Development was sold on December 30, 2004. NOTE 8 - Related Party Transactions Related Party Fees ------------------ One of the General Partners has a 1% interest as a special limited partner in each of the Local Partnerships. An affiliate of the General Partners also has a minority interest in certain Local Partnerships. The General Partners and their affiliates perform services for the Partnership. The costs incurred from operations for the years ended March 31, 2005, 2004 and 2003 are as follows: 84 LIBERTY TAX CREDIT PLUS II L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2005

~~Year~~Years Ended March 31, ------------------------------------~~-----~~ ~~2003~~2005 ~~2002~~2004* ~~2001~~2003* ----------- ----------- ----------- ~~Cash~~Partnership ~~flows~~management ~~from~~fees ~~operating~~(a) ~~activities: Net loss~~ $(41,~~334~~374,~~071)~~500 $(31,~~932~~445,~~444)~~000 $(41,~~022~~460,~~759)~~000 ~~-----------~~Expense ~~-----------~~reimbursement ~~----------- Adjustments to reconcile net loss to net cash provided by~~ (~~used in~~b) ~~operating activities: Equity in loss of subsidiary partnerships 2~~193,~~554,208~~309 2180,~~129,865~~477 2149,~~263,009~~966 ~~Increase~~Property inmanagement ~~assets~~fees ~~Other~~incurred ~~assets (4,725) (23,967) 0 Increase (decrease) in liabilities Due~~ to ~~general partners and~~ affiliates ~~1,824,617~~of ~~1,463,240~~the ~~1,466,705~~General ~~Other~~Partners ~~liabilities~~ (~~2,136~~c) 2434,~~915~~890 ~~(14~~370,~~883)~~181 ~~----------- ----------- ----------- Total adjustment 4~~362,~~371,964~~942 ~~3,572,053~~Local ~~3,714,831~~administrative ~~-----------~~fee ~~----------- ----------- Net cash provided by~~ (~~used in~~d) ~~operating activities 37~~44,~~893~~000 ~~(360~~44,~~391)~~000 ~~(307~~41,~~928)~~500 ----------- ----------- ----------- ~~Cash~~Total ~~flows~~general ~~from~~and ~~investing~~administrative-General ~~activities:~~Partners ~~Distributions from subsidiaries 156~~2,~~351 234~~046,~~573~~699 ~~245~~2,~~953 Advances and investments in subsidiary partnerships (216~~089,~~476)~~658 ~~(86~~2,~~470) (314~~014,~~357)~~408 ----------- ----------- ----------- ~~Net~~Property ~~cash~~management ~~(used~~fees ~~in)~~incurred ~~provided~~to byAffiliates ~~investing~~of ~~activities~~the ~~(60,125)~~Local ~~148,103~~General ~~(68,404)~~Partners ~~----------- ----------- ----------- Net decrease in cash and cash equivalents~~ (~~22,232~~c) ~~(212~~621,~~288)~~530 ~~(376~~325,~~332)~~767 ~~Cash and cash equivalents~~334,510 ~~beginning of year 31,878 244,166 620,498~~ ----------- ----------- ----------- ~~Cash~~Total general and ~~cash~~administrative-related ~~equivalents,~~parties ~~end of year~~ $ 92,~~646~~668,229 $ 312,~~878~~365,425 $ ~~244~~2,~~166~~348,918 =========== =========== ===========

* Reclassified for comparative purposes. The costs incurred from discontinued operations for the years ended March 31, 2005, 2004 and 2003 are as follows:

~~Cost~~Years ~~Capitalized~~Ended ~~Initial~~March ~~Cost~~31, ~~to Partnership Subsequent to~~ ------------------------------ ~~Acquisition:~~2005 ~~Buildings~~2004* ~~and~~2003* ~~Improvements Description Encumbrances Land Improvements (Disposals)~~ --------~~---~~ --------~~----~~ --------~~----~~ ~~-------------~~Local ~~----------------~~administrative ~~Apartment~~fee ~~Complexes~~(d) ~~Polynesian Apartments Associates, Ltd. Homestead, FL~~ $ 2,~~201,594~~500 $ ~~386~~5,~~180~~000 $ ~~4,195,068 $ (~~10,~~325) Seagrape Village Associates, LTD. Homestead, FL 4,360,844 1,270,~~000 ~~6,123,373 709,189 Metropolitan Towers Associates, Ltd. Rio Piedras, PR 5,318,859 322,000 2,434,303 5,873,504 Westminster Place II~~- Olive Site, L.P. St. Louis, MO 4,278,958 928,979 5,382,740 192,270 Property Development Associates, L.P. Kansas City, MO 5,300,000 624,858 7,228,721 5,229,304 Whittier Plaza Associates, L.P. St. Louis, MO 1,655,632 26,920 2,015,030 (391,316) United-~~Glen Arden I L.P. Glen Arden, MO 11,893,716 1,770,000 6,577,720 12,995,003 United~~-Glen Arden II L.P. Glen Arden, MO 9,257,038 1,190,000 4,837,436 9,177,014 Rolling Green L.P. Chicago, IL 5,692,413 466,683 4,533,670 4,285,535 Santa Juanita II L.P. Bayamon, PR 851,180 115,000 2,085,485 1,886,835 Spring Creek Associates, L.P. Brooklyn, NY 0 3,343,549 16,216,700 20,665,333 East Two Thirty-Five Associates L.P. (14th Street)2,964,817 New York, NY 0 950,000 2,542,604 (527,787) Concourse Artists Housing Associates, L.P. Bronx, NY 1,486,014 5,750 2,246,560 85,343 2051 Grand Concourse Housing Associates Bronx, NY 3,604,636 31,500 5,221,117 68,444 Robin Housing Associates Bronx, NY 5,144,224 26,750 8,186,055 78,133 Willoughby-Wyckoff Housing Associates Bronx, NY 4,122,983 17,000 6,126,088 100,448 Upper Fifth Avenue Residential Associates, L.P. Bronx, NY 14,145,100 159,861 21,096,862 1,264,404 West 107th Street Associates, L.P. Bronx, NY 0 305,813 3,850,928 132,299 General Atlantic Second Avenue Associates, L.P. (96th Street) Bronx, NY 0 246,495 2,689,395 167,710 Gross Amount at which Carried At Close of Period --- -------- --------~~-----------------------------~~ ~~Buildings~~Total general and ~~Accumulated~~administrative-General ~~Description~~Partners ~~Land~~2,500 ~~Improvements~~5,000 ~~Total~~10,000 ~~Depreciation~~ --------~~---~~ --------~~---~~ --------~~-----~~ ------------ ------------- Apartment Complexes Polynesian Apartments Associates, Ltd. Homestead, FL $ 388,192 $ 4,182,731 $ 4,570,923 $ (1,532,162) Seagrape Village Associates, LTD. Homestead, FL 1,275,292 6,827,270 8,102,562 (2,628,465) Metropolitan Towers Associates, Ltd. Rio Piedras, PR 327,292 8,302,515 8,629,807 (2,643,533) Westminster Place II- Olive Site, L.P. St. Louis, MO 916,669 5,587,320 6,503,989 (2,121,528) Property ~~Development~~management ~~Associates,~~fees ~~L.P.~~incurred ~~Kansas~~to ~~City,~~Affiliates MOof ~~606,704~~the ~~12,476,179~~Local 13,082,883 (4,830,584) Whittier Plaza Associates, L.P. St. Louis, MO 32,261 1,618,373 1,650,634 (729,264) United-Glen Arden I L.P. Glen Arden, MO 1,775,293 19,567,430 21,342,723 (10,884,779) United-Glen Arden II L.P. Glen Arden, MO 1,195,293 14,009,157 15,204,450 (7,745,134) Rolling Green L.P. Chicago, IL 471,975 8,813,913 9,285,888 (3,523,282) Santa Juanita II L.P. Bayamon, PR 120,293 3,967,027 4,087,320 (1,818,093) Spring Creek Associates, L.P. Brooklyn, NY 2,595,782 37,629,800 40,225,582 (17,083,406) East Two Thirty-Five Associates L.P. (14th Street)2,964,817 New York, NY 462,662 2,502,155 2,964,817 (1,288,077) Concourse Artists Housing Associates, L.P. Bronx, NY 11,042 2,326,611 2,337,653 (1,187,749) 2051 Grand Concourse Housing Associates Bronx, NY 36,792 5,284,269 5,321,061 (2,716,796) Robin Housing Associates Bronx, NY 32,042 8,258,896 8,290,938 (4,234,398) Willoughby-Wyckoff Housing Associates Bronx, NY 22,292 6,221,244 6,243,536 (3,180,095) Upper Fifth Avenue Residential Associates, L.P. Bronx, NY 166,763 22,354,364 22,521,127 (7,678,250) West 107th Street Associates, L.P. Bronx, NY 312,715 3,976,325 4,289,040 (2,017,444) General ~~Atlantic~~Partners ~~Second Avenue Associates, L.P.~~ (~~96th Street~~c) ~~Bronx~~192,190 ~~NY 253~~199,~~397~~248 2186,~~850,203~~154 ~~3,103,600 (1,450,510) Life on which Depreciation in Year of Latest Income Construction/ Date Statements is Description Renovation Acquired Computed (a)(b)~~ --------~~---~~ --------~~-----~~ --------- ~~---------------~~Total ~~Apartment~~general ~~Complexes~~and Polynesian Apartments Associates, Ltd. Homestead, FL 1988 July 1988 27.5 years Seagrape Village Associates, LTD. Homestead, FL 1988 July 1988 27.5 years Metropolitan Towers Associates, Ltd. Rio Piedras, PR 1987 Dec. 1988 40 years Westminster Place IIadministrative-related ~~Olive~~parties ~~Site~~$194,690 ~~L.P. St. Louis~~$204,248 ~~MO 1988 Oct. 1988 20-40 years Property Development Associates~~$196,154 ~~L.P.~~======== ~~Kansas~~======== City, MO 1988 Dec. 1988 40 years Whittier Plaza Associates, L.P. St. Louis, MO 1987 Dec. 1988 20-40 years United-Glen Arden I L.P. Glen Arden, MO 1988 Dec. 1988 8-25 years United-Glen Arden II L.P. Glen Arden, MO 1988 Dec. 1988 15-25 years Rolling Green L.P. Chicago, IL 1988 Dec. 1988 7-39 years Santa Juanita II L.P. Bayamon, PR 1988 Dec. 1988 27.5 years Spring Creek Associates, L.P. Brooklyn, NY 1987 Dec. 1988 15-27.5 years East Two Thirty-Five Associates L.P. (14th Street)2,964,817 New York, NY 1988 Dec. 1988 27.5-31.5 years Concourse Artists Housing Associates, L.P. Bronx, NY 1988 Nov. 1988 27.5 years 2051 Grand Concourse Housing Associates Bronx, NY 1988 Nov. 1988 27.5 years Robin Housing Associates Bronx, NY 1988 Nov. 1988 27.5 years Willoughby-Wyckoff Housing Associates Bronx, NY 1988 Nov. 1988 27.5 years Upper Fifth Avenue Residential Associates, L.P. Bronx, NY 1987 Jan. 1989 40 years West 107th Street Associates, L.P. Bronx, NY 1987 Jan. 1989 27.5-31.5 years General Atlantic Second Avenue Associates, L.P. (96th Street) Bronx, NY 1988 Jan. 1989 27.5-31.5 years========

* Reclassified for comparative purposes. (a) 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 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. Partnership management fees owed to the General Partners amounting to approximately $14,088,000 and $12,713,000 were accrued and unpaid as of March 31, 2005 and March 31, 2004. Without the General Partner's continued accrual without payment, 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 do so. (b) The Partnership reimburses the General Partners and their affiliates for actual Partnership operating expenses incurred by the General Partners and their affiliates on the Partnership's behalf. The amount of reimbursement from the Partnership is limited by the provisions of the Partnership Agreement. Another affiliate of the General Partners performs asset monitoring for the Partnership. These services include site visits and evaluations of the subsidiary partnerships' performance. (c) Property management fees incurred by subsidiary partnerships in operations amounted to $1,600,039, $1,552,819 and $1,570,624 for the 2004, 2003 and 2002 Fiscal Years, respectively. Of these fees $1,248,610, $895,169 and $883,606 were incurred to affiliates of the Local General Partners. Included in amounts incurred to affiliates of the Local General Partners are $434,890, $370,181 and $362,942, respectively, which were also incurred to affiliates of the General Partner. Also included in these fees are $192,190, $199,248 and $186,154, respectively, which were incurred to affiliates of the Local General Partners of properties classified as discontinued operations. (d) 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 has a 1% interest as the special limited partner in each of the subsidiary partnerships. Liberty Associates received cash distributions of approximately $50, $1,000 and $4,000 during the 2004, 2003 and 2002 Fiscal Years, respectively. Pursuant to the Partnership Agreement and the Local Partnership Agreements, the General Partners and Liberty Associates received their allocable share of profits, losses and tax credits allocated by the Partnership and the Local Partnerships, respectively. 85 LIBERTY TAX CREDIT PLUS II L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2005 (e) Due to Local General Partners and affiliates at March 31, 2005 and 2004 consists of the following:

~~Cost~~March ~~Capitalized~~31, ~~Initial Cost to Partnership Subsequent to~~ -------------------------~~---~~ ~~Acquisition:~~2005 ~~Buildings~~2004 ~~and Improvements Description Encumbrances Land Improvements (Disposals)~~ ----------- ------------ ~~------------~~Operating ~~-------------~~advances ~~----------------~~$ ~~Apartment Complexes Church Lane Associates Germantown, PA~~ 1,~~750~~311,~~597~~506 ~~20,000~~$ ~~4,009,983 10,206 Campeche Isle Apartments L.P. Galveston, TX (c) 0 450,000~~ 6,~~792~~643,~~005~~817 ~~(7,242,005)~~Development ~~Goodfellow~~fee ~~Place~~payable ~~L.P. St. Louis~~2, ~~MO 1~~365,~~983,695~~577 ~~160~~2,~~000 4~~391,~~581,787~~797 ~~(3,495,692)~~Operating ~~Penn~~deficit ~~Alto~~advances ~~Associates L.P. Altoona, PA 4,129,911 60,000~~ 2,~~731~~795,~~082~~187 94,~~112~~978,~~585~~835 ~~Gramco~~Management ~~Development~~and ~~Limited~~other ~~Dividend~~fees ~~Partnership~~653,274 ~~L.P. (Bayamon) Bayamon~~581,194 PRNotes ~~4,219,716~~payable ~~1,322,887 7,609,024~~ (~~236,856~~f) ~~Alexis~~0 ~~Park Apartments Bossier City~~202,062 ~~LA 4,805,616 640,000 7,297,925 514,802 Williamsburg Residential Wichita, KS 1,944,507 136,974 831,584 1,878,957 Victory Apartments Chicago, IL 6,477,560 161,500 4,929,133 5,193,488~~ ------------ ------------ ~~------------ -----------~~ $~~104,624,793~~ ~~$15~~7,~~138~~125,~~699~~544 $~~152~~14,~~372~~797,~~378~~705 ~~$67,716,825~~ ============ ============ ~~============~~(f) ~~===========~~Notes ~~Gross~~payable ~~Amount~~consist ~~at which Carried At Close~~ of ~~Period~~the ~~------------------------------------------------~~following: ~~Buildings~~Alexis ~~and~~This ~~Accumulated~~unsecured ~~Description~~promissory ~~Land~~note ~~Improvements~~bears ~~Total~~interest ~~Depreciation~~at ~~----------- ----------- ------------- ------------ ------------- Apartment Complexes Church Lane Associates Germantown, PA 26,902 4,013,287 4,040,189 (~~2~~,083,558)~~% ~~Campeche~~above ~~Isle~~prime ~~Apartments~~and ~~L.P.~~was ~~Galveston,~~due TXon ~~(c) 0 0 0 0 Goodfellow Place L~~demand.P. ~~St.~~Interest ~~Louis,~~expense MOof 41$12,~~102~~910 ~~1,204,993~~was ~~1,246,095~~incurred ~~(354,912)~~for ~~Penn~~the ~~Alto~~year ~~Associates~~ended ~~L.P.~~March ~~Altoona~~31, PA2004. ~~97,907~~On ~~11,805,760~~September 1121,~~903,667~~ (52004,~~119,658)~~ ~~Gramco~~the ~~Development~~limited ~~Limited~~partnership ~~Dividend~~interest ~~Partnership,~~in ~~L.P. (Bayamon) Bayamon, PR 1,329,788 7,365,267 8,695,055 (4,099,803)~~ Alexis Park ~~Apartments~~was ~~Bossier~~sold ~~City, LA 646,902 7,805,825 8,452,727~~ (~~3,948,554)~~see ~~Williamsburg~~Note ~~Residential Wichita, KS 673,429 2,174,086 2,847,515 (996,322) Victory Apartments Chicago, IL 168,402~~ 10~~,115,719 10,284,121 (3,317,132~~) ~~----------- ------------- ------------ -------------~~ $~~13,987,183~~ ~~$221,240,719~~0 $~~235,227,902~~ ~~$(99~~202,~~213,488)~~062 =========== ============= ============ ============= Life on which Depreciation in Year of Latest Income Construction/ Date Statements is Description Renovation Acquired Computed (a)(b) ----------- ------------- --------- --------------- Apartment Complexes Church Lane Associates Germantown, PA 1988 Feb. 1989 15 - 27.5 years Campeche Isle Apartments L.P. Galveston, TX (c) 1988 May 1989 27.5 years Goodfellow Place L.P. St. Louis, MO 1988 May 1989 10 - 40 years Penn Alto Associates L.P. Altoona, PA 1989 June 1989 27.5 - 40 years Gramco Development Limited Dividend Partnership, L.P. (Bayamon) Bayamon, PR 1989 July 1989 25 years Alexis Park Apartments Bossier City, LA 1986 July 1989 27.5 years Williamsburg Residential Wichita, KS 1989 Aug. 1989 40 years Victory Apartments Chicago, IL 1988 Sept. 1989 40 years

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

~~Cost of Property and Equipment Accumulated Depreciation ----------------------------------------------- ----------------------------------------------- Year Ended~~ March 31, ----------~~----------------------------------------------------------------------------------------~~ ~~2003~~2005 ~~2002 2001 2003 2002 2001~~ ----------~~---~~ ~~-------------~~Operating ~~-------------~~advances ~~------------- ------------- ------------- Balance at beginning of period~~ $ ~~241~~5,~~906~~441,~~148~~627 $Operating ~~241,863,420~~deficit $advances ~~240~~2,~~430~~183,~~850~~648 $Management ~~94,895,961~~and $other ~~87,484,864~~fees ~~$ 79~~11,~~787,758~~524 Additions during period: Improvements 947,397 904,425 1,544,873 Depreciation expense 7,517,957 7,545,850 7,807,498 Deductions during period: Dispositions (7,625,643) (181,886) (112,303) (3,200,430) (134,753) (110,392) Loss on impairment 0 (679,811) 0 0 0 0 ----------~~---~~ ~~------------- ------------- ------------- ------------- ------------- Balance at close of period~~ $ ~~235~~7,~~227~~636,~~902~~799 ~~$ 241,906,148 $ 241,863,420 $ 99,213,488 $ 94,895,961 $ 87,484,864~~ ==========~~=== ============= ============= ============= ============= =============~~

(g) Tenant Leases Upper Fifth Avenue Residential Associates, L.P. has entered into a 40-year lease agreement with Upper Fifth Avenue Residential Leasing L.P. ("UFRL"), an affiliate to the Local General Partner, covering approximately 30,000 square feet of commercial space, two garages and laundry facilities. The lease agreement provides for a fixed rental of $40,000 per year. As of December 31, 2004, future minimum lease rentals required to be paid by UFRL under the noncancelable portion of its lease are summarized as follows:

(h) Advances to Local Partnerships During the fiscal years ended March 31, 2005 and 2004, net advances to certain Local Partnerships by the General Partner amounted to $176,762 and $185,783, respectively. As of March 31, 2005 and 2004, the amounts due to the General Partner from Local Partnerships totaled $1,559,101 and $1,382,339, respectively, and are recorded in due to general partners and affiliates on the Consolidated Balance Sheets. Due to General Partners and affiliates from the Local Partnerships consists of the following:

86 LIBERTY TAX CREDIT PLUS II L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2005 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 is as follows:

NOTE 10 - Sale of Properties The Partnership is currently in the process of disposing of its investments. During the fiscal year ended March 31, 2005, the property and the related assets and liabilities of one Local Partnership and the limited partnership interest in one Local Partnership were sold. Through the fiscal year ended March 31, 2005 the Partnership has disposed of five of its twenty-seven original investments. All gains and losses on sales are included in discontinued operations. On December 30, 2004, the property and the related assets and liabilities of Property Development Associates, L.P. ("Property Development") were sold to an affiliate of the Local General Partner for $7,097,000, resulting in a Local General Partner distribution of approximately $1,300,000. On September 21, 2004, the Partnership's limited partnership interest in Alexis Park Apartments ("Alexis Park") was sold to an unaffiliated third party purchaser for $1,000,000. This amount consisted of $600,000 paid in cash at the closing and $400,000 pursuant to two promissory notes of $200,000 each to the Partnership. Both notes compound interest at 5% and the principal and interest of one note is to be paid annually from 50% of cash flow, with a maturity in five years, when all unpaid principal and interest shall become payable. The principal and interest on the second note is to be paid upon refinancing or sale of the property, but in no event later than 10 years. The sale resulted in a gain of approximately $934,000. On August 15, 2003, the property and the related assets and liabilities of Polynesian Apartments Associates, Limited Partnership ("Polynesian") were sold to an unaffiliated third party for $2,700,000, resulting in a loss of approximately $287,000. On August 15, 2003, the property and the related assets and liabilities of Seagrape Village Associates, Limited Partnership ("Seagrape") were sold to an unaffiliated third party for $5,140,000, resulting in a loss of approximately $260,000. On January 18, 2002, the property and the related assets and liabilities of Campeche Isle Apartments, Limited Partnership ("Campeche") were sold to an unaffiliated third party for $4,625,000, resulting in a loss of approximately $45,000. 87 LIBERTY TAX CREDIT PLUS II L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2005 NOTE 11 - Selected Quarterly Financial Data (Unaudited) The following table summarizes the Partnership's quarterly results of operations for the years ended March 31, 2005 and 2004. The fluctuations between the quarters are primarily due to the sales of Local Partnerships (see Note 10).

* Reclassified for comparative purposes. 88 LIBERTY TAX CREDIT PLUS II L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2005 NOTE 12 - Commitments and Contingencies a) Subsidiary Partnerships - Going Concerns and Uncertainties The auditors for two subsidiary partnerships, Whittier Plaza Associates Limited Partnership and Goodfellow Place Limited Partnership modified their reports on the 2004 Fiscal Year financial statements due to the uncertainty of each subsidiary partnership's ability to continue as a going concern. The financial statements do not include any adjustments that would be necessary in the event the subsidiary partnerships are unable to continue as going concerns. Whittier Plaza Associates ------------------------- The financial statements for Whittier Plaza Associates Limited Partnership ("Whittier") have been prepared assuming that Whittier will continue as a going concern. Whittier has sustained continuous losses since commencement of operations in 1988. Whittier has experienced higher vacancies and lower rents than those originally projected, resulting in increased difficulty in meeting both operating and debt service obligations. The Local General Partner, pursuant to a development deficit guarantee agreement, has advanced approximately $21,000 and $8,000 in the 2004 and 2003 Fiscal Years, respectively, and approximately $489,000 since 1988 to fund operating cash shortfalls. In addition, Whittier's management company, an affiliate of the Local General Partner, has deferred receipt of various fees since 1991 totaling approximately $107,000. These items raise substantial doubt about Whittier's ability to continue as a going concern. The Partnership's investment in Whittier at March 31, 2005 and 2004 was reduced to zero as a result of prior years' losses and the minority interest balance was $0 at each date. Whittier's net loss after minority interest amounted to approximately $24,000, $27,000 and $29,000 for the 2004, 2003 and 2002 Fiscal Years. Goodfellow Place Limited Partnership ------------------------------------ On March 2, 2004, Goodfellow Place Limited Partnership ("Goodfellow")'s management had entered into an agreement to sell the Project's assets for $100,000 plus assumption of the mortgage, with a closing date set for no later than April 30, 2005. Immediately after the sale, Management intended to liquidate Goodfellow. The accompanying financial statements have been prepared assuming that the Partnership will continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of the sale of the Project and subsequent liquidation of the Partnership The sale did not occur by April 30, 2005 and the agreement was cancelled. b) Subsidiary Partnerships - Other Alexis Park Apartments ----------------------- The limited partnership interest in this property was sold on September 21, 2004. The financial statements for Alexis Park Apartments ("Alexis") have been prepared in conformity with U.S. generally accepted accounting principles, assuming the continuation of the Local Partnership as a going concern. However, negative performance indicators and the environmental issue raise substantial doubt about the Local Partnership's ability to continue as a going concern. A hazardous waste issue has affected Alexis for nearly 14 years. Although this environmental issue is in many respects beyond its control, management believes that the selected remedy of the United States Environmental Protection Agency is practical and is not likely to cause significant disruption to the apartment project's operations beyond what it has experienced over the last several years. The Local Partnership's congressman, U.S. Senators and the Mayor of Bossier City have assisted Alexis in preventing this issue from escalating unnecessarily and management believes that no escalation will occur in the near term. Further, all indications are that an oil company will bear all costs of remediation and that the Local Partnership will not be called upon to share in those costs. Accordingly, management believes the Local Partnership has the opportunity to continue as a going concern during 2005. At September 21, 2004, the Partnership's current liabilities exceed its current assets by approximately $371,000 and the Partnership sustained an operating loss of approximately $56,000 for the period ended September 21, 2004. Although these conditions could raise substantial doubt about the Partnership's ability to continue as a going concern, such doubt is alleviated because current liabilities includes approximately $220,000 of obligations that are payable to a related party that is not expected to require payments beyond the Partnership's ability to pay and management expects operations to generate sufficient funds to satisfy the Partnership's obligations for the next twelve months. Accordingly, management believes that Alexis has the ability to continue as a going concern for at least one year from September 21, 2004. These items raise substantial doubt about Alexis' ability to continue as a going concern. The maximum loss for which the Partnership would be liable is its net investment in Alexis. The Partnership's investment in Alexis at March 31, 2005 and 2004 was reduced to zero as a result of prior years' losses and the minority interest balance was $0 at each date. Alexis' net (income) or loss after minority interest amounted to approximately $(745,000), $149,000 and $172,000, for the 2004, 2003 and 2002 Fiscal Years, respectively. Property Development Associates, L.P. ---------------------------------------- Property Development Associates, L.P. ("Property Development") was involved as a defendant in a pending litigation case. This case was filed by the plaintiffs on December 18, 2002 and served on the defendants on January 6, 2003. Discovery is ongoing. The plaintiffs have alleged assault and battery as well as wrongful eviction. The plaintiffs are seeking unspecified damages and have not made a demand. Trial has been rescheduled for October 11, 2005. Property Development intends to vigorously defend the matter. The potential damages, other than those for the alleged intentional acts of assault and battery, are covered by insurance. Property Development was sold on December 30, 2004. 89 LIBERTY TAX CREDIT PLUS II L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2005 Gramco Development Limited Dividend Partnership, L.P. ----------------------------------------------------- Gramco Development Limited Dividend Partnership, L.P. ("Gramco") was granted net funds of $4,867,000 by the Municipality of Bayamon (the "Municipality") and HUD. In the event of a substantial violation to the provisions of certain agreements between Gramco and the Municipality and between the Municipality and HUD, the funds shall become immediately due and payable at the election of HUD and the Municipality. Otherwise, the principal amount of the obligation together with any interest will be forgiven. Proceeds from the loan have been deducted from fixed assets. Williamsburg Residential, L.P. -------------------------------- In November 1996, the Local General Partner of Williamsburg Residential, L.P. ("Williamsburg") stopped making the mortgage note payments which constituted an event of default. A Reinstatement and Modification Agreement was entered into effective March 1, 1997. The Partnership has advanced Williamsburg the necessary funds to keep the mortgage and escrows current during 2004 and is expected to continue to do so during 2005. The Partnership's investment in Williamsburg has been written down to $0 by prior years' losses and the minority interest balance was approximately $721,000 and $724,000 at March 31, 2005 and 2004, respectively. Williamsburg's net loss after minority interest amounted to approximately $283,000, $229,000 and $142,000 for the 2004, 2003, and 2002 fiscal years, respectively. As of March 31, 2005, the Partnership has advanced Williamsburg approximately $1,365,000. 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, 2005, uninsured cash and cash equivalents approximated $2,300,000. 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 As of December 31, 2003, the Tax Credit Period for each Local Partnership has expired. A portion of the Housing Tax Credits are subject still to recapture in future years if (i) a Local Partnership ceases to meet qualification requirements, or (ii) if there is a decrease in the qualified basis of the Local Partnership's Property, or (iii) if there is a reduction in the Local Partnership interest in the Property at any time during the 15-year Compliance Period that began with the first tax year of the Credit Period. 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 40% 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 market rents when the rental assistance contracts expire. 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. As of March 31, 2005, Property Development, Alexis Park, Rolling Green and Upper Fifth were classified as discontinued operations in the Consolidated Balance Sheets. 90 LIBERTY TAX CREDIT PLUS II L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2005

The following table summarizes the results of operations of the Local Partnership that are classified as discontinued operations. For the year ended March 31, 2005, Property Development, Alexis Park, Rolling Green and Upper Fifth were classified as discontinued operations in the Consolidated Statements of Operations. For the year ended March 31, 2004, Property Development, Alexis Park, Rolling Green, Upper Fifth, Polynesian and Seagrape were classified as discontinued operations on the Consolidated Statements of Operations. For the year ended March 31, 2003, Property Development, Alexis Park, Rolling Green, Upper Fifth, Polynesian, Seagrape and Campeche were classified as discontinued operations on the Consolidated Statements of Operations. Consolidated Statements of Discontinued Operations:

91 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 II, Inc., the general partner of Related General Partner, 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 the 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. 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 II L.P., a Delaware limited partnership (the "Related General Partner"), Liberty Associates II L.P., a Delaware limited partnership ("Liberty Associates"), and Liberty GP II Inc. (formerly Shearson Liberty GP II Inc.), a Delaware corporation (the "Liberty General Partner" and together with the Related General Partner and Liberty Associates, the "General Partners"). The general partner of the Related General Partner is Related Credit Properties II Inc., a Delaware corporation. The general partners of Liberty Associates are Related Credit Properties II Inc., and the Liberty General Partner. Liberty Associates is also the special limited partner of the Partnership. 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 Related Capital Company, which controls our General Partners, has adopted a code of ethics. See http://www.chartermac.com. On November 17, 2003, CharterMac acquired Related Capital Company, which is the indirect parent of RCC Manager LLC, the sole shareholder of Related Credit Properties II Inc. Pursuant to the acquisition, CharterMac acquired controlling interests in the General Partners. Alan P. Hirmes replaced Stephen M. Ross as Director of Related Credit Properties II Inc. effective April 1, 2004 as a result of this acquisition. This acquisition did not affect the Partnership or its day-to-day operations, as the majority of the General Partners' management team remained unchanged. Certain information concerning the directors and executive officers of the Liberty General Partner and of Related Credit Properties II, Inc., is set forth below. Related Credit Properties II, Inc. ---------------------------------- Name Position ---- -------- Alan P. Hirmes Director and President Stuart J. Boesky Senior Vice President Marc D. Schnitzer Vice President Denise L. Kiley (1) Vice President Glenn F. Hopps Treasurer Teresa Wicelinski Secretary (1) On February 25, 2005, Ms. Kiley announced here retirement as Chief Credit Officer and trustee of CharterMac, the indirect parent of RCC Manager LLC, the sole shareholder of the Related General Partner. Upon here retirement, she will also resign from her position as Vice President of the Related General Partner. ALAN P. HIRMES, 50, has been a Certified Public Accountant in New York since 1978. Prior to joining Related Capital Company ("Capital") in October 1983, Mr. Hirmes was employed by Weiner & Co., certified public accountants. Mr. Hirmes is also a Vice President of Capital. Mr. Hirmes graduated from Hofstra University with a Bachelor of Arts degree. Mr. Hirmes also serves on the Board of Trustees of CharterMac and American Mortgage Acceptance Company ("AMAC"). STUART J. BOESKY, 49, practiced real estate and tax law in New York City with the law firm of Shipley & Rothstein from 1984 until February 1986 when he joined Capital. From 1983 to 1984 Mr. Boesky practiced law with the Boston law firm of Kaye, Fialkow, Richard & Rothstein (which subsequently merged with Strook & Strook & Lavan), and from 1978 to 1980 was a consultant specializing in real estate at the accounting firm of Laventhol & Horwath. Mr. Boesky graduated from Michigan State University with a Bachelor of Arts degree and from Wayne State School of Law with a Juris Doctor degree. He then received a Master of Laws degree in Taxation from Boston University School of Law. Mr. Boesky also serves on the Board of Trustees of CharterMac and AMAC. MARC D. SCHNITZER, 44, joined Capital in January 1988 after receiving his Master of Business Administration degree from The Wharton School of The University of Pennsylvania in December 1987. From 1983 to 1986, Mr. Schnitzer was a Financial 92 Analyst with The First Boston Corporation in New York, an international investment banking firm. Mr. Schnitzer received a Bachelor of Science degree, summa cum laude, in Business Administration, from the School of Management at Boston University in May 1983. Mr. Schnitzer also serves on the Board of Trustees of CharterMac. DENISE L. KILEY, 45, is responsible for overseeing the due diligence and asset management of all multifamily residential properties invested in Capital sponsored corporate, public and private equity and debt funds. Prior to joining Capital in 1990, Ms. Kiley had experience acquiring, financing and asset managing multifamily residential properties. From 1981 through 1985, she was an auditor with Price Waterhouse. Ms. Kiley holds a Bachelor of Science degree in Accounting from Boston College. Ms. Kiley also serves on the Board of Trustees of CharterMac. As noted above, Ms. Kiley is retiring from CharterMac. GLENN F. HOPPS, 42, joined 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. TERESA WICELINSKI, 39, joined Capital in June 1992, and prior to that date was employed by Friedman, Alpren & Green, certified public accountants. Ms. Wicelinski graduated from Pace University with a Bachelor of Arts degree in Accounting. Liberty GP II Inc. ------------------ Name Position ---- -------- Alan P. Hirmes Director and President Stuart J. Boesky Executive Vice President Marc D. Schnitzer Vice President Denise L. Kiley (1) Vice President Glenn F. Hopps Treasurer Teresa Wicelinski Secretary Biographical information with respect to Messrs. Hirmes, Boesky, Schnitzer, Ms. Kiley, Hopps and Ms. Wicelinski is set forth above. Item 11. Executive Compensation The Partnership has no officers or directors. The Partnership does not pay or accrue any fees, salaries or other forms of compensation to directors or officers of the Liberty General Partner or the general partner of the Related General Partner for their services. Certain directors and executive officers of the Liberty General Partner and 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. Such arrangements include, but are not limited to, the payment of an accountable operating expense reimbursement, an annual partnership management fee not to exceed 0.5% of invested assets and subordinated disposition fees. In addition, the General Partners are entitled to 1% of all cash distributions and Housing Tax Credit allocations and a subordinated 15% interest in net sales or refinancing proceeds. Also 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 is incorporated by reference thereto. Tabular information concerning salaries, bonuses and other types of compensation payable to executive officers has not been included in this annual report. As noted above, the Partnership has no executive officers. The level 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 The general partnership interests and BACs in the Partnership are owned in the manner indicated on the chart below. Liberty Associates II L.P. holds a 1% limited partnership interest in each Local Partnership. Except as set forth in the table below, no person is known by the Partnership to be the beneficial owner of more than 5% percent of the Limited Partnership Interests and/or the BACs; and none of the General Partners nor any director or executive officer of the Liberty General Partner or of the general partner of the Related General Partner owns any Limited Partnership Interests or BACs, except as noted in the chart below. 93

(1) All such BACs represent BACs owned directly by Lehigh Tax Credit Partners L.L.C. ("Lehigh I") and Lehigh Tax Credit Partners II L.L.C. ("Lehigh II") for which Lehigh Tax Credit Partners, Inc. (the "Managing Member") serves as managing member. As of May 4, 2005, Lehigh I held 1,080.5 BACs and Lehigh II held 1,161.5 BACs. (2) Each such party serves as a director and executive officer of the Managing Member, and owns an equity interest therein. Item 13. Certain Relationships and Related Transactions The Partnership has and will continue to have certain relationships with the General Partners and their affiliates, as discussed in Item 11 and also Note 8 to the Financial Statements in Item 8 above, which are incorporated herein by reference thereto. However, there have been no direct financial transactions between the Partnership, on the one hand, and the directors or executive officers of the Liberty General Partner or the general partner of the Related General Partner, on the other. 94 Item 14. Principal Accountant Fees and Services Audit Fees ---------- The aggregate fees billed by Trien Rosenberg Rosenberg Weinberg Ciullo and Fazzari LLP and their respective affiliates for professional services rendered for the audit of our annual financial statements for the years ended March 31, 2005 and 2004 and for the reviews of the financial statements included in the Partnership's Quarterly Reports on Form 10-Q for those years were $54,800 and $54,800, respectively. Audit Related Fees ------------------ None Tax Fees -------- The aggregate fees billed by Weiser LLP (formerly, Rubin and Katz LLP) and their respective affiliates for professional services rendered for the preparation of our annual tax returns for the years ended December 31, 2004 and 2003 were $10,200 and $9,800, respectively. All Other Fees -------------- None The Partnership is not required to have, and does not have, a stand-alone audit committee. 95 PART IV Item 15. Exhibits and Financial Statement Schedules Sequential Page ---------- (a) 1. Financial Statements -------------------- Report of Independent Registered Public Accounting Firm 14 Consolidated Balance Sheets at March 31, 2005 and 2004 74 Consolidated Statements of Operations for the Years Ended March 31, 2005, 2004 and 2003 75 Consolidated Statements of Changes in Partners' Deficit) Capital for the Years Ended March 31, 2005, 2004 and 2003 76 Consolidated Statements of Cash Flows for the Years Ended March 31, 2005, 2004 and 2003 77 Notes to Consolidated Financial Statements 79 (a) 2. Financial Statement Schedules ----------------------------- Report of Independent Registered Public Accounting Firm 102 Schedule I - Condensed Financial Information of Registrant 103 Schedule III - Real Estate and Accumulated Depreciation 106 All other schedules have been omitted because they are not required or because the required information is contained in the financial statements and notes thereto. (a) 3. Exhibits -------- (3B) Form of Amended and Restated Agreement of Limited Partnership of Liberty Tax Credit Plus II L.P. (incorporated by reference to exhibits filed with Amendment No. 1 to Liberty Tax Credit Plus II L.P.'s Registration Statement on Form S-11 Registration No. 33-21429) (21) Subsidiaries of the Registrant 97 (31.1) Certification Pursuant to Rule 13a-14(a) or Rule 15d-14(a) 100 (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) 101 96 Item 15. Exhibits and Financial Statement Schedules (continued) Jurisdiction Subsidiaries of the Registrant (Exhibit 21) of Organization ------------------------------ --------------- Metropolitan Towers Associates, L.P. PR Westminster Place II - Olive Site, L.P. MO Whittier Plaza Associates Limited Partnership MO United-Glen Arden I Limited Partnership MD United-Glen Arden II Limited Partnership MD Rolling Green Limited Partnership IL Santa Juanita II Limited Partnership NY Spring Creek Associates, L.P. (a Delaware Limited Partnership) DE East Two Thirty-Five Associates L.P. (a Delaware Limited Partnership) (14th Street) DE Upper Fifth Avenue Residential Associates, L.P. DE West 107th Street Associates, L.P. (a Delaware Limited Partnership) DE General Atlantic Second Avenue Associates, L.P. (a Delaware Limited Partnership) (96th Street) NY Church Lane Associates PA Robin Housing Associates (a Limited Partnership) NY Concourse Artists Housing Associates (a Limited Partnership) NY 2051 Grand Concourse Housing Associates (a Limited Partnership) NY Willoughby-Wyckoff Housing Associates (a Limited Partnership) NY Goodfellow Place Limited Partnership MO Penn Alto Associates Limited Partnership PA Gramco Development Limited Dividend Partnership, L.P. (Bayamon) PR Williamsburg Residential, L.P. KS Victory Apartments IL 97 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 II L.P. ------------------------------- (Registrant) By: RELATED CREDIT PROPERTIES II L.P., a General Partner By: Related Credit Properties II Inc., its general partner Date: June 23, 2005 By: /s/ Alan P. Hirmes ------------------ Alan P. Hirmes President and Chief Executive Officer (Principal Executive Officer) and By: LIBERTY GP II, INC., a General Partner Date: June 23, 2005 By: /s/ Alan P. Hirmes ------------------ Alan P. Hirmes President and By: LIBERTY ASSOCIATES II, L.P., a General Partner By:Related Credit Properties II, Inc., its General Partner Date: June 23, 2005 By: /s/ Alan P. Hirmes ------------------ Alan P. Hirmes President By:Liberty GP II, Inc., its General Partner By: /s/ Alan P. Hirmes ------------------ Alan P. Hirmes President Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

Exhibit 31.1 CERTIFICATION PURSUANT TO RULE 13A-14(a) OR RULE 15D-14(a) I, Alan P. Hirmes, Chief Executive Officer and Chief Financial Officer of Related Credit Properties II Inc. the general partner of Related Credit Properties II L.P. and of Liberty GP II Inc., each of which is a General Partner of Liberty Tax Credit Plus II L.P. (the "Partnership"), hereby certify that: 1. I have reviewed this annual report on Form 10-K for the period ending March 31, 2005 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 conclusions 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 boards of directors 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 23, 2005 ------------- 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 II L.P. (the "Partnership") on Form 10-K for the year ending March 31, 2005 as filed with the Securities and Exchange Commission ("SEC") on the date hereof (the "Report"), I, Alan P. Hirmes, Principal Executive Officer and Principal Financial Officer of Related Credit Properties II Inc. (general partner of each of Related Credit Properties II L.P. and Liberty Associates II, L.P., General Partners of Registrant) and Liberty GP II, Inc. (general partner of Liberty Associates II, L.P.), 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 Principal Executive Officer and Principal Financial Officer June 23, 2005 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ------------------------------------------------------- To the Partners of Liberty Tax Credit Plus II L.P. and Subsidiaries (A Delaware Limited Partnership) In connection with our audits of the consolidated financial statements of Liberty Tax Credit Plus II L.P. and Subsidiaries (A Delaware Limited Partnership) included in this Form 10-K as presented in our opinion dated June 17, 2005 on page 14, and based on the reports of other auditors, we have also audited supporting Schedule I for the 2004, 2003 and 2002 Fiscal Years and Schedule III at March 31, 2005. 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 two limited partnerships with significant contingencies and uncertainties. The financial statements of these subsidiary partnerships were prepared assuming that each will continue as a going concern. The two subsidiary partnerships' net losses aggregated $98,382 (Fiscal 2004), $107,386 (Fiscal 2003) and $76,079 (Fiscal 2002) and their assets aggregated $1,970,877 and $1,970,814 at March 31, 2005 and 2004, respectively. These matters raise substantial doubt about these subsidiary partnerships' abilities to continue as going concerns. 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 17, 2005 102 LIBERTY TAX CREDIT PLUS II L.P. AND SUBSIDIARIES SCHEDULE I CONDENSED FINANCIAL INFORMATION OF REGISTRANT Summarized condensed financial information of registrant (not including consolidated subsidiary partnerships)

Investments in subsidiary partnerships are recorded in accordance with the equity method of accounting, wherein the investments are not reduced below zero. Accordingly, partners' equity on the consolidated balance sheet will differ from partners' equity shown above. 103 LIBERTY TAX CREDIT PLUS II L.P. AND SUBSIDIARIES SCHEDULE I CONDENSED FINANCIAL INFORMATION OF REGISTRANT

(*) Includes suspended prior year losses in excess of investment in accordance with the equity method of accounting amounting to $(2,487), $(162,783) and $0 for 2005, 2004, and 2003, respectively. 104 LIBERTY TAX CREDIT PLUS II L.P. AND SUBSIDIARIES SCHEDULE I CONDENSED FINANCIAL INFORMATION OF REGISTRANT CONDENSED STATEMENTS OF CASH FLOWS INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

105 LIBERTY TAX CREDIT PLUS II L.P. AND SUBSIDIARIES SCHEDULE III REAL ESTATE AND ACCUMULATED DEPRECIATION Partnership Property Pledged as Collateral MARCH 31, 2005

106 LIBERTY TAX CREDIT PLUS II L.P. AND SUBSIDIARIES SCHEDULE III REAL ESTATE AND ACCUMULATED DEPRECIATION Partnership Property Pledged as Collateral MARCH 31, 2005

(a) Since all properties were acquired as operating properties, depreciation is computed using primarily the straight-line method over the estimated useful lives determined by the partnership date of acquisition. (b) Furniture and fixtures, included in building improvements, are depreciated primarily by the straight-line method over the estimated useful lives ranging from 5 to 15 years. (c) The property and the related assets and liabilities of this Local Partnership were sold during the fiscal year ended March 31, 2002 and included in discontinued operations. (d) The property and the related assets and liabilities of these Local Partnerships were sold during the fiscal year ended March 31, 2004. (e) The property and the related assets and liabilities of this Local Partnership were sold during the fiscal year ended March 31, 2005. (f) The limited Partnership interest of this Local Partnership was sold during the fiscal year ended March 31, 2005. (g) These properties are included in discontinued operations for the fiscal year ended March 31, 2004. (h) These properties are included in discontinued operations for the fiscal year ended March 31, 2005.

At the time the local partnerships were acquired by Liberty Tax Credit Plus II Limited Partnership, the entire purchase price paid by Liberty Tax Credit Plus II Limited Partnership was pushed down to the local partnerships as property and equipment with an offsetting credit to capital. Since the projects were in the construction phase at the time of acquisition, the capital accounts were insignificant at the time of purchase. Therefore, there are no material differences between the original cost basis for tax and GAAP. 107

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