UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________

FORM 10-K

______________

(Mark One)

þ	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended March 31, ~~2009~~2010

o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 0-20476

INDEPENDENCE TAX CREDIT PLUS L.P.

(Formerly known as Independence Tax Credit Plus Program)

(Exact name of registrant as specified in its charter)

Delaware		13-3589920
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

625 Madison Avenue, New York, New York		10022
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (212) 317-5700

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 if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No þ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No þ

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 þ No o

Indicate by checkmark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§229.405 of this chapter) during the ~~preceeding~~preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. þ

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o		Accelerated filer o
Non-accelerated filer o (Do not check if a smaller reporting company)		Smaller reporting company þ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No þ

The approximate aggregate book value of the voting and non-voting common equity held by non-affiliates of the Registrant as of September 30, ~~2008~~2009 was $(1821,~~097~~908,000), based on Limited Partner equity (deficit) as of such date.

DOCUMENTS INCORPORATED BY REFERENCE

None

PART I

Item 1. Business.

General

Independence Tax Credit Plus L.P. (the “Partnership”) is a limited partnership which was formed under the laws of the State of Delaware on November 7, 1990. The general partner of the Partnership is Related Independence Associates L.P., a Delaware limited partnership (the “General Partner”). The general partner of the General Partner is ~~Related~~ Independence Associates ~~Inc.~~GP LLC, a Delaware corporation ~~(“RIAI”)~~. The ultimate parent of the General Partner is Centerline Holding Company (“Centerline”).

On July 1, 1991, 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”), managed by Related Equities Corporation (the “Dealer Manager”), pursuant to a prospectus dated July 1, 1991, as supplemented by Master Supplement No. 1a thereto dated April 28, 1992 and Master Supplement No. 2a thereto dated November 3, 1992 (as so supplemented, the “Prospectus”).

The Partnership received $76,786,000 of gross proceeds from the Offering from 5,351 investors and no further issuance of BACs is anticipated.

The Partnership was formed to invest as a limited partner in other partnerships (“Local Partnerships”, “subsidiaries” or “subsidiary partnerships”) that own apartment complexes (“Apartment Complexes” or “Properties”) that are eligible for the low-income housing tax credit (“Tax Credit”) enacted in the Tax Reform Act of 1986, some of which may also be eligible for the historic rehabilitation tax credit (“Historic Tax Credit”). The Partnership’s investment in each Local Partnership represents from 9888.99% to 98.99% of the Partnership’s interests in the Local Partnership. The Partnership originally held ownership interests in twenty-eight Local Partnerships. The Partnership does not intend to acquire additional properties. As of March 31, ~~2009~~2010, approximately $59,700,000 (not including acquisition fees of approximately $4,500,000) of the net proceeds of the Offering has been invested in Local Partnerships, of which all has been paid to the Local Partnerships, as certain benchmarks such as occupancy levels were attained prior to the release of the funds. As of March 31, ~~2009~~2010, the Partnership has disposed of ~~sixteen~~ eighteen of the twenty-eight original Properties. During the year ended March 31, ~~2009~~2010, one Local Partnership sold its property and the related assets and liabilities and the Partnership sold its limited partnership interests in ~~nine~~one Local ~~Partnerships~~Partnership. Through March 31, ~~2009~~2010, ~~three~~ four Local Partnerships have sold their property and the related assets and liabilities, the Partnership has sold its limited partnership interests in ~~twelve~~ thirteen Local Partnerships and one Local Partnership has transferred the deed to the property and related assets and liabilities of such Local Partnership. In addition, as of March 31, ~~2009~~2010, ~~three~~two Local Partnerships have entered into agreements to sell their property and related assets and liabilities. See discussion on Sales of Underlying Local Partnerships and Assets Held for Sale below.

The investment objectives of the Partnership are to:

Entitle qualified BACs holders to Tax Credits over the period of the Partnership’s entitlement to claim Tax Credits (for each Property, generally ten years from the date of investment or, if later, the date the Property is placed in service; referred to herein as the “Credit Period”) with respect to each Apartment Complex.

Preserve and protect the Partnership’s capital.

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.

Provide cash distributions, when available, from operations of Properties.

Allocate passive losses to individual BACs holders to offset passive income that they may realize from rental real estate investments and other passive activities, and allocate passive losses to corporate BACs holders to offset business income.

One of the Partnership’s objectives is to entitle qualified BACs holders to Tax Credits over the Credit Period. Each of the Local Partnerships in which the Partnership has acquired an interest has been allocated by the relevant state credit agencies 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 such period. Once a Local Partnership has become eligible to recognize Tax Credits, it may lose such eligibility and suffer an event of “recapture” if its Property fails to remain in compliance with the Tax Credit requirements. None of the Local Partnerships in which the Partnership has acquired an interest has suffered an event of recapture.

Tax Credits with respect to a given Apartment Complex are available for a ten-year period that commences when the Property is leased to qualified tenants. However, the annual Tax Credits available in the year in which the Apartment Complex is leased to qualified tenants must be prorated based upon the months remaining in the year. The amount of the annual Tax Credits not available in the first year will be available in the eleventh year. Internal Revenue Code Section 42 regulates the use of the Apartment Complexes as to occupancy, eligibility, and unit gross rent, among other requirements. Each Apartment Complex must meet the provisions of these regulations during each of fifteen consecutive years (the “Compliance Period”) in order to remain qualified to receive the credits. Certain Apartment Complexes have extended compliance periods of up to fifty ~~years.~~ ~~The Partnership generated $0 and $11,579 in Tax Credits during the~~ years ~~ending December 31, 2008 and 2007, respectively~~.

As of December 31, 2007, all Credit Periods have expired, and the Partnership has met its primary objective of generating Tax Credits for qualified BACs holders. However, each Local Partnership must continue to comply with the Tax Credit requirements until the end of the Compliance Period in order to avoid recapture of the Tax Credits. The Compliance Periods will continue through December 31, 2013 with respect to the Properties depending upon when the Tax Credit Periods commenced.

- 2 -

As of March 31, ~~2009~~2010, the Partnership has not met its investment objective of providing 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. Furthermore, at this time there can be no assurance that the Partnership will achieve this investment objective.

The Partnership also 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 investment and other passive activities, and allocating passive losses to the 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.

There can be no assurance that the Partnership will achieve its other investment objectives as described above, and it is unlikely that the Partnership will meet its objectives 2 and 3, also as noted above.

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). During the year ended March 31, ~~2009~~2010 and ~~2008~~ 2009, the Partnership recorded approximately $96,~~706~~687,000 and $69,~~360~~706,000, respectively, as an aggregate loss on impairment of assets. Through March 31, ~~2009~~2010, the Partnership has recorded approximately $1724,~~731~~418,000 as an aggregate loss on impairment of assets or reduction to estimated fair value.

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 2530% of the Properties are located in any single state. There are also substantial risks associated with owning interests in properties, as does the Partnership, which receive government assistance, for example the possibility that Congress may not appropriate funds to enable the Department of Housing and Urban Development (“HUD”) to make rental assistance payments. HUD also restricts annual cash distributions to partners based on operating results and a percentage of the owner’s equity contribution. The Partnership cannot sell or substantially liquidate its investments in subsidiary partnerships during the period that the subsidy agreements are in existence without HUD’s approval. Furthermore, there may not be market demand for apartments at full market rents when the rental assistance contracts expire.

Segments

The Partnership operates in one segment, which is the investment in multi-family residential property. Financial information about this segment is set forth in Item 8 hereto.

Sales of Underlying Local Partnerships

The Partnership is currently in the process of ~~disposing~~developing a plan to dispose all of its investments. It is anticipated that the process will continue to take a number of years. During the year ended March 31, ~~2009~~2010, one Local Partnership sold its property and the related assets and liabilities and the Partnership sold its limited partnership ~~interests~~interest in ~~nine~~one Local ~~Partnerships~~ Partnership. Through March 31, ~~2009~~2010, ~~three~~four Local Partnerships have sold their property and the related assets and liabilities, the Partnership has sold its limited partnership ~~interests~~interest in ~~twelve~~thirteen Local Partnerships and one Local Partnership has transferred the deed to the property and related assets and liabilities of such Local Partnership. In addition, ~~three~~two Local Partnerships have entered into agreements to sell their property and the related assets and liabilities. There can be no assurance as to when the Partnership will dispose of its remaining investments or the amount of proceeds which may be received. However, based on the historical operating results of the Local Partnerships and the current economic conditions, including changes in tax laws, it is unlikely that the proceeds from such sales received by the Partnership will be sufficient to return to the limited partners their original investment.

On January 231, ~~2009~~2010, the Partnership sold its limited partnership interest in ~~Plainsboro~~ ~~Housing~~Creative ~~Partners~~Choice Homes II, LLtd.P. (“~~Plainsboro~~Opa-Locka”) to an affiliate of the Local General Partner for a sales price of $1227,~~401,000~~500. During the quarter ended December 31, 2008, in accordance with SFAS No. 144, the Partnership deemed the building impaired and wrote it down to its fair value, resulting in a loss on impairment of $800,000. The sale resulted in a ~~gain~~loss of approximately $~~153~~11,524,000 resulting from the write-off of the basis in the Local Partnership of approximately $111,~~248~~752,000 at the date of the sale and the receipt of $1227,~~401,000~~500 in cash from the sale. The sale also resulted in a non-cash contribution to the Local Partnership from the Local General Partner of approximately $310,574,000 as a result of the write-off of ~~the~~ fees owed by the Local Partnership to ~~an affiliate of~~ the Local General Partner.

On September 30, 2009, the property and related assets and liabilities of Rolling Green were sold to an affiliate of the General Partner for a sales price of $12,000,000. The Partnership received $170,000 from this sale after the repayment of the mortgages, other liabilities and closing costs of approximately $11,830,000. The distribution received was used to repay to the Partnership a portion of the funds advanced by it to Rolling Green. The sale resulted in a gain of approximately $1,098,000 resulting from the write-off of the deficit basis in the property at the date of sale, which was recorded during the quarter ended December 31, 2009. An adjustment to the gain of approximately $(15,000) was recorded during the quarter ended March 31, 2010, resulting in an overall gain of approximately $1,083,000. The sale also resulted in a non-cash contribution to the Local Partnership from the Local General Partner of approximately $221,000 as a result of the write-off of advances owed by Rolling Green to the Local General Partner.

On January 23, 2009, the Partnership sold its limited partnership interest in Plainsboro Housing Partners, L.P. (“Plainsboro”) to an affiliate of the Local General Partner for a sales price of $1,401,000. During the quarter ended December 31, 2008, in accordance with ASC 360, Property, Plant and Equipment (“ASC 360”), the Partnership deemed the building impaired and wrote it down to its fair value, resulting in a loss on impairment of $800,000. The sale resulted in a gain of approximately $153,000 resulting from the write-off of the basis in the Local Partnership of approximately $1,248,000 at the date of the sale and the receipt of $1,401,000 in cash from the sale. The sale also resulted in a non-cash contribution to the Local Partnership from the General Partner of approximately $3,000 as a result of write-off of the fees owed by the Local Partnership to an affiliate of the General Partner.

On December 31, 2008, the Partnership sold its limited partnership interest in Christine Apartments L.P. (“Christine Apartments”) to the Local General Partner for a sales price of $50,000. The sale resulted in a gain of approximately $737,000 resulting from the write-off of the deficit basis in the Local Partnership of approximately $687,000 at the date of the sale and the receipt of $50,000 in cash from the sale, which was recorded during the quarter ended December 31, 2008. An adjustment to the gain of approximately $(5,000) was recorded during the quarter ended March 31, 2009, resulting in an overall gain of approximately $732,000.

- 3 -

On December 17, 2008, the property and the related assets and liabilities of West Diamond Street Associates (“West Diamond”) were sold to an unaffiliated third party purchaser for a sales price of $1 plus the assumption of the outstanding mortgage notes. The sale resulted in a gain of approximately $1,066,000 resulting from the write-off of the deficit basis in the property at the date of sale.

On November 30, 2008, the Partnership sold its limited partnership interest in Conifer Bateman Associates (“Bateman Hotel”) to the Local General Partner for a sales price of $50. The sale resulted in a loss of approximately $87,000 resulting from the write-off of the basis in the Local Partnership of approximately $87,000 at the date of the sale, which was recorded during the quarter ended December 31, 2008. An adjustment to the loss of approximately $(5,000) was recorded during the quarter ended March 31, 2009, resulting in an overall loss of approximately $82,000. The sale also resulted in a non-cash contribution to the Local Partnership from the General Partner of approximately $14,000 as a result of write-off of the fees owed by the Local Partnership to an affiliate of the General Partner.

On October 21, 2008, the Partnership sold its limited partnership interest in Lancaster Terrace L.P. (“Lancaster”) to the Local General Partner for a sales price of $1,564,990. The sale resulted in a gain of approximately $904,000 resulting from the write-off of the basis in the Local Partnership of approximately $660,000 at the date of the sale and the receipt of $1,564,190 in cash from the sale, which was recorded during the quarter ended December 31, 2008. An adjustment to the gain of approximately $111,000 was recorded during the quarter ended March 31, 2009, resulting in an overall gain of approximately $1,015,000. The sale also resulted in a non-cash contribution to the Local Partnership from the General Partner of approximately $2,000 as a result of write-off of the fees owed by the Local Partnership to an affiliate of the General Partner.

-On 3 October 17, 2008, the Partnership sold its limited partnership interest in Bethel Villa Associates, L.P. (“Bethel Villa”) to the Local General Partner for a sales price of $750,000. During the quarters ended March 31, 2008 and December 31, 2008, in accordance with ASC 360, the Partnership deemed the building impaired and wrote it down to its fair value, which resulted in a loss on impairment of $5,000,000 and $720,000, respectively. The sale resulted in a loss of approximately $28,000 resulting from the write-off of the basis in the Local Partnership of approximately $778,000 at the date of the sale and the receipt of $750,000 in cash from the sale, which was recorded during the quarter ended December 31, 2008. An adjustment to the loss of approximately $373,000 was recorded during the quarter ended March 31, 2009, resulting in an overall gain of approximately $345,000.

On October 17, 2008, the Partnership sold its limited partnership interest in Bethel Villa Associates, L.P. (“Bethel Villa”) to the Local General Partner for a sales price of $750,000. During the quarters ended March 31, 2008 and December 31, 2008, in accordance with Statement of Financial Accounting Standards No. 144 (“SFAS No. 144”) Accounting for the Impairment or Disposal of Long-Lived Assets, the Partnership deemed the building impaired and wrote it down to its fair value, which resulted in a loss on impairment of $5,000,000 and $720,000, respectively. The sale resulted in a loss of approximately $28,000 resulting from the write-off of the basis in the Local Partnership of approximately $778,000 at the date of the sale and the receipt of $750,000 in cash from the sale, which was recorded during the quarter ended December 31, 2008. An adjustment to the loss of approximately $373,000 was recorded during the quarter ended March 31, 2009, resulting in an overall gain of approximately $345,000.

On August 22, 2008, the Partnership sold its limited partnership interest in Lares Apartments Limited Partnership (“Lares”) to the Local General Partner for a sales price of $125,000. The sale resulted in a gain of approximately $691,000 resulting from the write-off of the deficit basis in the Local Partnership at the date of the sale of approximately $566,000 and the receipt of $125,000 in cash from the sale, which was recorded during the quarter ended December 31, 2008. An adjustment to the gain of approximately $(31,000) was recorded during the quarter ended March 31, 2009, resulting in an overall gain of approximately $660,000.

On August 22, 2008, the Partnership sold its limited partnership interest in Lajas Apartments Limited Partnership (“Lajas”) to the Local General Partner for a sales price of $121,250. The sale resulted in a gain of approximately $690,000, resulting from the write-off of the deficit basis in the Local Partnership at the date of the sale of approximately $568,000 and the receipt of $121,730 in cash from the sale, which was recorded during the quarter ended December 31, 2008. An adjustment to the gain of approximately $(40,000) was recorded during the quarter ended March 31, 2009, resulting in an overall gain of approximately $650,000.

On May 6, 2008, the Partnership sold its limited partnership interest in Susquehanna Partners (“Susquehanna”) to an affiliate of the Local General Partner for a sales price of $1. During the quarter ended March 31, 2008, in accordance with ~~SFAS~~ASC ~~No. 144~~360, the Partnership deemed the building impaired and wrote it down to its fair value, which resulted in a loss on impairment of $630,000. The sale resulted in a loss of approximately $49,000, resulting from the write-off of the basis in the Local Partnership of approximately $49,000 at the date of the sale, which was recorded during the quarter ended June 30, 2008. Adjustments to the loss of approximately $(1,000) and $(37,000) were recorded during the quarters ended September 30, 2008 and March 31, 2009, resulting in an overall loss of approximately $11,000. The sale also resulted in a non-cash contribution to the Local Partnership from the General Partner of approximately $41,000 as a result of write-off of the fees owed by the Local Partnership to an affiliate of the General Partner.

On April 1, 2008, the Partnership sold its limited partnership interest in Landreth Venture (“Landreth”) to the Local General Partner for a sales price of $17,500. During the year ended March 31, 2009 and 2008, in accordance with ~~SFAS~~ASC ~~No. 144~~360, the building was deemed impaired and written down to its fair value, resulting in a loss on impairment of approximately $3,000,000 and $730,000, respectively. The sale resulted in a gain of approximately $10,000, resulting from the write-off of the basis in the Local Partnership at the date of the sale of approximately $7,000 and the $17,500 cash received from the sale, which was recorded during the quarter ended June 30, 2008. Adjustments to the gain of approximately $1,000 and $3,009,000 were recorded during the quarter ended September 30, 2008 and March 31, 2009, resulting in an overall gain of approximately $3,020,000.

On March 20, 2008, the property and the related assets and liabilities of Homestead Apartments Associates Ltd. (“Homestead”) were sold to an unaffiliated third party purchaser for a sales price of $4,000,000. The Partnership received $32,500 as a distribution from this sale after the repayment of the mortgages, other liabilities and closing costs of approximately $3,967,500. The sale resulted in a gain of approximately $75,000 resulting from the write-off of the deficit basis in the property at the date of sale, which was recorded during the quarter ended June 30, 2008. Adjustments to the gain of approximately $201,000, $(7,000) and $(324,000) were recorded during the quarters ended September 30, 2008, December 31, 2008 and March 31, 2009, resulting in an overall loss of approximately $55,000.

On ~~February~~ 1November 30, ~~2008~~2007, the ~~Partnership~~property ~~sold~~and ~~its~~the ~~limited~~related ~~partnership~~assets ~~interest~~and ~~in Hampden~~liabilities ~~Hall~~of ~~Associates,~~Harbor ~~L.P.~~Court Limited Partnership (“~~Hampden~~Harbor ~~Hall~~Court”) were sold to an ~~affiliate~~unaffiliated ofthird ~~the~~party ~~Local General~~purchaser ~~Partner~~ for a sales price of $2,100,000. The Partnership received $1,991,996 as a distribution from this sale after the repayment of other liabilities, closing costs and distributions to minority interests of approximately $~~955~~108,000. The sale resulted in a ~~loss~~gain of approximately $1,~~173~~260,000, ~~resulting~~which ~~from~~was recorded during the ~~write-off~~quarter ended March 31, 2008. An adjustment to the gain of approximately $(49,000) was recorded during the ~~basis~~quarter ended June 30, 2009, resulting in ~~the~~an ~~Local~~overall ~~Partnership~~gain of approximately $21,~~128~~211,000. The atsale ~~the~~also ~~date~~resulted ~~of the~~in ~~sale~~a ~~and~~non-cash distribution to the Local General Partner of approximately $~~955~~199,000 ~~cash~~as ~~received~~a result of the write-off of receivables from the ~~sale~~Local General Partner to Harbor Court.

On January 17, 2008, the Partnership sold its limited partnership interest in BX-7F Associates (“Beaumont”) to the Local General Partner for a sales price of $2,090,000. The sale resulted in a gain of approximately $311,000, resulting from the write-off of the basis in the Local Partnership at the date of the sale of approximately $1,711,000 and the $2,022,299 cash received from the sale.

On November 30, 2007, the property and the related assets and liabilities of Harbor Court Limited Partnership (“Harbor Court”) were sold to an unaffiliated third party purchaser for a sales price of $2,100,000. The Partnership received $1,991,996 as a distribution from this sale after the repayment of other liabilities, closing costs and distributions to minority interests of approximately $108,000. The sale resulted in a gain of approximately $1,260,000, which was recorded during the quarter ended March 31, 2008.

On October 31, 2007, Old Public Limited Partnership (“Old Public”) transferred the deed to the property and the related assets and liabilities to an unaffiliated third party in lieu of foreclosure. The transfer of assets of approximately $851,000 and liabilities of $1,138,000 resulted in a gain of approximately $287,000 at the date of the transfer. An adjustment to the gain of approximately $(193,000) was recorded during the quarter ended March 31, 2008, resulting in an overall gain of approximately $94,000.

On March 29, 2007, the Partnership sold its limited partnership interest in P.S. 157 Associates, L.P. (“P.S. 157”) to the Local General Partner for a sales price of $1,996,490. The sale resulted in a gain of approximately $2,010,000 resulting from the write-off of the deficit basis in the Local Partnership of approximately $13,000 at the date of the sale and the $2,023,209 cash received from the sale. An adjustment to the gain of approximately $6,000 was recorded during the quarter ended March 31, 2008, resulting in an overall gain of approximately $2,016,000.

- 4 -

Assets Held for Sale

On ~~May~~January 91, ~~2008~~ 2010, ~~Creative~~Cloisters ~~Choice~~Limited ~~Homes~~Partnership II, ~~Ltd.~~ (“~~Opa-Locka~~Cloisters”) entered into a purchase and sale agreement to sell the property and the related assets and liabilities to an unaffiliated third party purchaser for a sales price of $171,~~000~~800,000. ~~This agreement expired in April of 2009. The property is currently being actively marketed for sale and management is seeking a potential buyer.~~ As of December 31, ~~2008~~2009, ~~Opa-Locka~~Cloisters had property and equipment, at cost, of approximately $22795,~~812,~~000, and accumulated depreciation of approximately $7120,~~946,~~000 ~~and mortgage debt of approximately $5,417,000~~.

On April 18 1, 2008, ~~Rolling~~Homestead ~~Green~~Apartments Associates, LII Ltd.P. (“~~Rolling~~Homestead ~~Green~~II”) entered into a purchase and sale agreement to sell the property and the related assets and liabilities to an unaffiliated third party purchaser for a sales price of $144,000,000. ~~This~~During ~~agreement~~the ~~expired~~quarter ended March 31, 2010, in ~~April~~accordance with ASC 360, the Partnership deemed the building impaired and wrote it down to its fair value, which resulted in a loss on impairment of ~~2009~~$1,607,000. The ~~property~~ sale is ~~currently~~contingent ~~being~~upon ~~actively~~receiving ~~marketed~~an ~~for~~allocation ~~sale~~of HOME funds, which Homestead II has applied for and ~~management~~expects isto ~~seeking a~~receive ~~potential~~in ~~buyer~~July 2010. As of December 31, ~~2008~~2009, ~~Rolling~~Homestead ~~Green~~II had property and equipment, at cost, of approximately $223,~~318~~987,000, accumulated depreciation of approximately $112,~~734~~076,000 and mortgage debt of approximately $103,~~663~~129,000.

On April 1, 2008, Homestead Apartments Associates II Ltd. (“Homestead II”) entered into a purchase and sale agreement to sell the property and the related assets and liabilities to an unaffiliated third party purchaser for a sales price of $4,000,000. This agreement expired in April of 2009. The property is currently being actively marketed for sale and management is seeking a potential buyer. As of December 31, 2008, Homestead II had property and equipment, at cost, of approximately $5,594,000, accumulated depreciation of approximately $2,076,000 and mortgage debt of approximately $3,169,000.

Competition

The real estate business is highly competitive and substantially all of the Properties acquired by the Partnership are subject to active competition from similar properties in their respective vicinities. In addition, various other limited partnerships have, in the past, and may, in the future, be formed by the General Partner and/or its affiliates to engage in businesses which may be competitive with the Partnership. The General Partner is also the general partner of Independence Tax Credit Plus L.P. II.

Employees

The Partnership does not have any direct employees. All services are performed for the Partnership by its General Partner and its affiliates. The General Partner receives compensation in connection with such activities as set forth in Items 11 and 13. In addition, the Partnership reimburses the General Partner and certain of its affiliates for expenses incurred in connection with the performance by their employees of services for the Partnership in accordance with the Partnership’s Amended and Restated Agreement of Limited Partnership (the “Partnership Agreement”).

Item 1A. Risk Factors.

The Partnership’s investment as a limited partner in the Local Partnerships is subject to the risks incident to the 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 and rental payment defaults, and by 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 operations of Apartment Complexes receiving government assistance. These include governmental regulations concerning tenant eligibility, which may make it more difficult to rent apartments in the Apartment Complexes; difficulties in obtaining government approval for rent increases; limitations on the percentage of income which low and moderate-income tenants may pay as rent; the possibility that Congress may not appropriate funds to enable HUD to make the rental assistance payments it has contracted to make; and that when the rental assistance contracts expire there may not be market demand for apartments at full market rents in a Local Partnership’s Apartment Complex.

The Local Partnerships are impacted by inflation in several ways. Inflation allows for increases in rental rates generally to reflect the impact of higher operating and replacement costs. Furthermore, inflation generally does not impact the fixed long-term financing under which real property investments were purchased. Inflation also affects the Local Partnerships adversely by increasing operating costs, such as fuel, utilities, and labor.

Item 1B. Unresolved Staff Comments.

~~None~~Not applicable.

Item 2. Properties.

As of March 31, ~~2009~~2010, the Partnership held a 98.99% limited partnership interest in ~~ten~~ nine Local Partnerships, ~~a 98% limited partnership interest in one Local Partnership~~ and a 88.99% interest in ~~another~~one Local Partnership. Set forth below is a schedule of the Local Partnerships including certain information concerning their respective Apartment Complexes (the “Local Partnership Schedule”). Further information concerning these Local Partnerships and their Properties, including any encumbrances affecting the Properties, may be found in Item 15, Schedule III.

- 5 -

Local Partnership Schedule

Name and Location (Number of Units)	Date Acquired		% of Units Occupied at May 1,
				% of Units Occupied at May 1,
			2009			2008			2007		2006			2005
Name and Location (Number of Units)		Date Acquired		2010				2009			2008				2007			2006
Harbor Court Limited Partnership	~~December 1991~~	December 1991	~~(b)~~	(b)		~~(b)~~		(b)	~~100~~	%	~~100~~(b)	%		98	%	100	%		100	%
Staten Island, NY (40)
Old Public Limited Partnership	~~December 1991~~	December 1991	~~(d)~~	(d)		~~(d)~~		(d)	77	%	57(d)	%		67	%	77	%		57	%
Lawrenceburg, TN (30)
Lancaster Terrace Limited Partnership	~~February 1992~~	February 1992	~~(f)~~	(f)		98	%	(f)	89	%	96	%98	%	93	%	89	%		96	%
Salem, OR (104)
655 North Street Limited Partnership	~~March 1992~~	March 1992	90	%	96	93%	%		9690	%	96	%93	%	92	%	96	%		96	%
Baton Rouge, LA (195)
Landreth Venture	~~March 1992~~	March 1992	~~(f)~~	(f)		~~100~~	%	(f)	96	%	92	%100	%	96	%	96	%		92	%
Philadelphia, PA (47)
Homestead Apartments Associates Ltd.	~~March 1992~~	March 1992	~~(b)~~	(b)		~~(b)~~		(b)	95	%	99(b)	%		99	%	95	%		99	%
Homestead, FL (123)
Bethel Villa Associates, L.P.	~~April 1992~~	April 1992	~~(f)~~	(f)		97	%	(f)	99	%	99	%97	%	~~100~~	%	99	%		99	%
Wilmington, DE (150)
West Diamond Street Associates	~~May 1992~~	May 1992	~~(e)~~	(e)		89	%	(e)	93	%	~~100~~	%89	%	~~100~~	%	93	%		100	%
Philadelphia, PA (28)
Susquehanna Partners	~~May 1992~~	May 1992	~~(f)~~	(f)		87	%	(f)	96	%	91	%87	%	87	%	96	%		91	%
Philadelphia, PA (47)
Boston Bay Limited Partnership	~~August 1992~~	August 1992	98	%	100	93%	%		9598	%	~~100~~	%93	%	99	%	95	%		100	%
Boston, MA (88)
Morrant Bay Limited Partnership	~~August 1992~~	August 1992	97	%	96	91%	%		9297	%	95	%91	%	92	%	92	%		95	%
Boston, MA (130)
Hope Bay Limited Partnership	~~August 1992~~	August 1992	~~100~~	%	100	98%	%		98100	%	~~100~~	%98	%	98	%	98	%		100	%
Boston, MA (45)
Lares Apartments Limited Partnership	~~August 1992~~	August 1992	~~(f)~~	(f)		~~100~~	%	(f)	~~100~~	%	~~100~~	%100	%	~~100~~	%	100	%		100	%
Lares, PR (102)
Lajas Apartments Limited Partnership	~~August 1992~~	August 1992	~~(f)~~	(f)		~~100~~	%	(f)	~~100~~	%	~~100~~	%100	%	~~100~~	%	100	%		100	%
Lajas, PR (99)
Arlington-Rodeo Properties	~~August 1992~~	August 1992	93	%	96	~~100~~%	%		~~100~~93	%	~~100~~	%100	%	~~100~~	%	100	%		100	%
Los Angeles, CA (29)
Conifer Bateman Associates	~~August 1992~~	August 1992	~~(f)~~	(f)		83	%	(f)	83	%	83	%83	%	92	%	83	%		83	%
Lowville, NY (24)
Hampden Hall Associates, L.P.	~~September 1992~~	September 1992	~~(c)~~	(c)		~~(c)~~		(c)	96	%	84(c)	%		95	%	96	%		84	%
St. Louis, MO (75)
Chester Renaissance Associates	~~September 1992~~	September 1992	95	%	100	95%	%		~~100~~95	%	~~100~~	%95	%	~~100~~	%	100	%		100	%
Chester, PA (20)
Homestead Apts. II LTD.	~~October 1992~~	October 1992	89	%	84	96%	%		9589	%	99	%96	%	99	%	95	%		99	%
Homestead, FL (112)
P.S. 157 Associates, L.P.	~~November 1992~~	November 1992	~~(a)~~	(a)		~~(a)~~		(a)	~~(a)~~		~~100~~(a)	%		~~100~~	%(a)				100	%
New York, NY (73) (a)
Cloisters Limited Partnership II	~~November 1992~~	November 1992	34	%	16	62%	%		8834	%	94	%62	%	98	%	88	%		94	%
Philadelphia, PA (65) (g)
Creative Choice Homes II, LTD.		December 1992		(i)					98	%		95	%			100	%		91	%
Opa-Locka, FL (328)

- 6 -

Local Partnership Schedule

(continued)

					% of Units Occupied at May 1,
Name and Location (Number of Units)			Date Acquired		2010				2009				2008				2007				2006

Name and Location (Number of Units)	Date Acquired		% of Units Occupied at May 1,
Milford Crossing Associates L.P.		December 1992		98	%		97	%		99	%		100	%		96	%
			2009			2008			2007			2006			2005
Milford, DE (73)
BX-7F Associates, L.P.		January 1993		(c)			(c)			(c)			98	%		98	%
Bronx, NY (85)
Los Angeles Limited Partnership		May 1993		98	%		99	%		100	%		99	%		100	%
Rio Piedras, PR (124)
Christine Apartments, L.P.		June 1993		(f)			(f)			100	%		88	%		100	%
Buffalo, NY (32)
Plainsboro Housing Partners, L.P.		July 1993		(f)			(f)			94	%		98	%		98	%
Plainsboro, NJ (126)
Rolling Green Associates, L.P.		October 1993		(h)			97	%		98	%		95	%		93	%
Syracuse, NY (395)

Creative Choice Homes II, LTD.	December 1992	98	%	95	%	100	%	91	%	95	%
Opa-Locka, FL (328)
Milford Crossing Associates L.P.	December 1992	97	%	99	%	100	%	96	%	93	%
Milford, DE (73)
BX-7F Associates, L.P.	January 1993	(c)		(c)		98	%	98	%	97	%
Bronx, NY (85)
Los Angeles Limited Partnership	May 1993	99	%	100	%	99	%	100	%	100	%
Rio Piedras, PR (124)
Christine Apartments, L.P.	June 1993	(f)		100	%	88	%	100	%	100	%
Buffalo, NY (32)
Plainsboro Housing Partners, L.P.	July 1993	(f)		94	%	98	%	98	%	97	%
Plainsboro, NJ (126)
Rolling Green Associates, L.P.	October 1993	97	%	98	%	95	%	93	%	97	%
Syracuse, NY (395)

(a)	The Partnership’s limited partnership interest was sold during the fiscal year ended March 31, 2007 (see Note 10 in Item 8).

(b)	The property and the related assets and liabilities were sold during the fiscal year ended March 31, 2008 (see Note 10 in Item 8).

(c)	The Partnership’s limited partnership interest was sold during the fiscal year ended March 31, 2008 (see Note 10 in Item 8).

(d)	The deed to the property and related assets and liabilities was transferred during the fiscal year ended March 31, 2008 (see Note 10 in Item 8).

(e)	The property and the related assets and liabilities were sold during the fiscal year ended March 31, 2009 (see Note 10 in Item 8).

(f)	The Partnership’s limited partnership interest was sold during the fiscal year ended March 31, 2009 (see Note 10 in Item 8).

(g)	See discussion under the heading, “Results of Operations of Certain Local Partnerships” in Item 7.

(h)	The property and the related assets and liabilities were sold during the fiscal year ended March 31, 2010 (see Note 10 in Item 8).

(i)	The Partnership’s limited partnership interest was sold during the fiscal year ended March 31, 2010 (see Note 10 in Item 8).

All leases are generally for periods not exceeding one to two years and no tenant occupies more than 10% of the total rentable square footage in any single Apartment Complex.

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 annually reviews the physical state of the Properties and suggests to the respective general partners of the Local Partnerships (“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 annually reviews the insurance coverage of the Properties and believes such coverage is adequate.

See Item 1, Business, above, for the general competitive conditions to which the Properties described above are subject.

Real estate taxes are calculated using rates and assessed valuations determined by the township or city in which the Property is located. Such taxes have approximated 1% of the aggregate cost of the Properties as shown in Schedule III to the financial statements included herein.

Item 3. Legal Proceedings.

None.

Item 4. ~~Submission~~(Removed ofand ~~Matters to a Vote of Security Holders~~Reserved).

None

- 7 -

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchaser of Equity Securities.

As of March 31, ~~2009~~2010, the Partnership had issued and outstanding 76,786 Limited Partnership Interests, each representing a $1,000 capital contribution to the Partnership, or an aggregate capital contribution of $76,786,000. All of the issued and outstanding Limited Partnership Interests have been issued to Independence Assignor Inc. (the “Assignor Limited Partner”), which has in turn issued 76,786 BACs to the purchasers thereof for an aggregate purchase price of $76,786,000. 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 the payment of transfer costs not to exceed $100), but Limited Partnership Interests so acquired are not thereafter convertible into BACs.

Neither the BACs nor the Limited Partnership Interests are traded on any established trading market. The Partnership does not intend to include the BACs for quotation on NASDAQ or for listing on any national or regional stock exchange or any other established securities market. The Revenue Act of 1987 contained provisions which have an adverse impact on investors in “publicly traded partnerships.” Accordingly, the General Partner has imposed limited restrictions on the transferability of the BACs and the Limited Partnership Interests in secondary market transactions. These restrictions should prevent a public trading market from developing but 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 28, ~~2009~~2010, the Partnership had approximately 4,~~556~~547 registered holders of an aggregate of 76,786 BACs.

All of the Partnership’s general partnership interests, representing an aggregate capital contribution of $1,000, are held by the General Partner.

There are no material legal restrictions in the Partnership Agreement on the ability of the Partnership to make distributions. The Partnership has made no distributions to the BACs holders as of March 31, ~~2009~~2010. The Partnership does not anticipate providing cash distributions to its BACs holders other than from net refinancing or sales proceeds.

Transfer Procedures

The Partnership from time to time receives requests by unit holders and others to transfer BACs and/or Limited Partnership Interests. Such requests may occur in connection with tender offers for the Partnership’s units. Such requests implicate the Partnership’s policies and procedures concerning transfers generally and tender offers in particular, which were adopted by the Partnership pursuant to the terms of its Partnership Agreement, to ensure compliance with applicable law, avoid adverse tax consequences for the Partnership and its investors, and preserve the Partnership’s advantageous tax status.

InThe ~~prior years, the~~ Partnership ~~relied~~relies on ~~the~~a 52% safe harbor established by an Internal Revenue Service (“IRS”) regulations to avoid being characterized as a “publicly-traded partnership” that is taxed as a corporation. The 5% safe harbor, however, expired and is no longer available as of December 31, 2005. Accordingly, the Partnership now relies on a 2% safe harbor established by another IRS regulation to avoid being characterized as a “publicly-traded partnership” that is taxed as a corporation.

A brief summary of certain of the Partnership’s key policies, practices and requirements with respect to transfers and tender offers is as follows:

·	No transfer (whether for substitution, assignment or otherwise) is effective or binding on the Partnership unless and until it is approved by the General Partner.

No transfer will be approved unless the transferor and transferee submit complete and properly executed forms of the Partnership’s own transfer documentation. The Partnership does not accept forms of transfer documentation other than its own and does not accept signatures made by power of attorney in lieu of original signatures by each of the transferors and transferees.

The Partnership will not approve transfers that in the cumulative aggregate for any tax year exceed the IRS 2% safe harbor, unless a financially responsible person provides the Partnership and its partners with (i) an indemnity (in form and substance in all ways acceptable to the General Partner) for all liability (including, without limitation, any adverse tax consequences) arising from or relating to exceeding the 2% safe harbor and (ii) a legal opinion (in form and substance in all ways acceptable to the General Partner) that there will be no adverse tax consequences to the Partnership and its partners from exceeding the 2% safe harbor.

In order to avoid the undesirable situation of one or more tender offers consuming the entire safe harbor limitation early in the tax year and leaving the Partnership’s remaining investors with no liquidity opportunity for the rest of that tax year, the Partnership restricts the cumulative aggregate total of transfers made pursuant to all tender offers to 1.5% of its outstanding units in each tax year, unless a financially responsible person conducting such tender offer provides the Partnership with an acceptable indemnity and legal opinion of the type described above. At the end of each tax year, the General Partner, in its discretion, may allow the cumulative total number of transfers (including those by tender offer) to reach the 2% safe harbor limit.

·	The Partnership requires that all tender offers for its units be conducted in accordance with all applicable law including, without limitation, the federal securities laws.

The foregoing is solely a summary of the Partnership’s policies, requirements and practices with respect to transfers and tender offers. More complete information, including a copy of the Partnership’s transfer documentation package, may be obtained from the Partnership.

Item 6. Selected Financial Data.

Not applicable.

- 8 -

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Liquidity and Capital Resources

As of March 31, ~~2009~~2010, approximately $59,700,000 (not including acquisition fees of approximately $4,500,000) of the net proceeds of the Offering has been invested in Local Partnerships. The Partnership is currently in the process of developing a plan to dispose all of its investments. It is anticipated that the process will continue to take a number of years. During the year ended March 31, ~~2009~~2010, one Local Partnership sold its property and the related assets and liabilities and the Partnership sold its limited partnership ~~interests~~interest in ~~nine~~one Local ~~Partnerships~~ Partnership. Through March 31, ~~2009~~2010, ~~three~~four Local Partnerships have sold their property and the related assets and liabilities, the Partnership has sold its limited partnership ~~interests~~interest in ~~twelve~~thirteen Local Partnerships and one Local Partnership transferred the deed to the property and related assets and liabilities of such Local Partnership. In addition, ~~three~~two Local Partnerships entered into agreements to sell their property and the related assets and liabilities (see Notes 10 and 11 in Item 8). There can be no assurance as to when the Partnership will dispose of its remaining investments or the amount of proceeds which may be received. However, based on the historical operating results of the Local Partnerships and the current economic conditions, including changes in tax laws, it is unlikely that the proceeds from such sales received by the Partnership will be sufficient to return to the limited partners their original investment. All gains and losses on sales are included in discontinued operations.

Short-Term

During the year ended March 31, ~~2009~~2010, ~~cash~~the ~~and~~Partnership’s ~~cash~~primary ~~equivalents~~sources of ~~the~~funds ~~Partnership~~included: ~~and its~~(i) ~~consolidated~~working ~~subsidiary~~capital ~~partnership~~reserves; ~~increased~~(ii) ~~approximately $878,000. This~~interest ~~increase~~earned ison ~~due~~the toworking ~~net~~capital reserves; (iii) cash ~~provided~~distributions byfrom ~~operating activities~~operations ~~($1,529,000),~~of ~~net~~the ~~proceeds~~Local ~~from~~Partnerships; ~~sales~~and (~~$9,605,000~~iv), ansales ~~increase~~proceeds ~~in due~~and distributions. Such funds are available to ~~local~~meet ~~general~~the ~~partners~~obligations ~~and~~of ~~affiliates~~the ~~relating~~Partnership. The toPartnership ~~financing~~does ~~activities ($411,000)~~not ~~and~~anticipate anproviding ~~increase~~cash distributions to BACs holders in ~~due~~circumstances toother ~~local~~than ~~general~~refinancing ~~partners~~or ~~and~~sales. Cash ~~affiliates relating~~distributions toreceived ~~investing~~from ~~activities~~the ~~($1~~Local Partnerships,~~505,000)~~ ~~which~~as ~~exceeded~~well ~~costs~~as ~~related~~the ~~to sales~~working ~~($53,000),~~capital ~~acquisitions~~reserves ofreferred ~~property~~to ~~and~~above ~~equipment~~have ~~($1,414,000),~~been ~~repayments of~~minimal ~~mortgage~~but ~~notes~~will ~~($7,498,000),~~be anused ~~increase~~towards inthe ~~cash~~future ~~held~~operating inexpenses ~~escrow~~of ~~relating~~the ~~to investing~~Partnership. During ~~activities~~the ~~($2~~years ended March 31,~~943,000)~~ 2010 and a2009, ~~decrease~~the inamounts ~~capitalization~~received from operations of ~~consolidated~~ ~~subsidiaries~~the ~~attributable~~Local toPartnerships ~~minority~~were ~~interest (~~approximately $~~264~~0 and $75,000), respectively. ~~Included~~Additionally, induring the ~~adjustments~~years toended ~~reconcile~~March ~~the~~31, ~~net~~2010 ~~loss~~and ~~to net~~2009, ~~cash~~the ~~provided~~Partnership byreceived ~~operating~~approximately ~~activities~~$170,000 ~~are depreciation~~ and ~~amortization (~~$333,~~181,~~000), ~~gain~~of ondistributions from the sale of properties (and approximately $7228,~~495,~~000) and ~~loss~~$3,979,000 onin ~~impairment~~proceeds from the sale of ~~properties~~ ~~($9~~Local Partnerships’ limited partnership interest,~~706,000)~~ respectively. The Partnership does not anticipate being able to make distributions sufficient to return to BACs holders their original capital contributions.

~~Total expenses~~During ~~from operations for~~ the ~~years~~year ended March 31, ~~2009~~2010, cash and ~~2008~~cash equivalents of the Partnership and its consolidated subsidiary partnership decreased approximately $3,672,000. This ~~excluding depreciation~~decrease is due to net cash used in operating activities ($1,640,000), costs related to sales ($308,000), acquisitions of property and ~~amortization~~equipment ($824,000), ~~interest~~repayments of mortgage notes ($11,454,000), a net decrease in due to local general partners and ~~administrative-related parties~~affiliates relating to investing and ~~loss~~financing onactivities ~~impairment~~($785,000), ofan ~~property~~increase in deferred costs ($7,000) ~~totaled~~and a decrease in capitalization of consolidated subsidiaries attributable to noncontrolling interest ($5,~~959~~000),~~302~~ which exceeded net proceeds from sales ($10,922,000) and a decrease in cash held in escrow ($6428,~~006~~000). Included in the adjustments to reconcile the net loss to net cash used in operating activities are depreciation and amortization ($1,~~951~~645, ~~respectively~~000), loss on sale of properties ($10,490,000) and loss on impairment of properties ($6,687,000).

~~Accounts payable~~Total expenses from operations asfor ofthe years ended March 31, ~~2009~~2010 and ~~2008~~2009, ~~were~~excluding ~~$1,181,205~~depreciation and ~~$3,914,793,~~ ~~respectively. Accounts payable are short term liabilities which are expected to be paid from operating cash flows~~amortization, ~~working capital balances at the Local Partnership level~~interest, ~~Local~~general ~~General~~and ~~Partner~~administrative-related ~~advances~~parties and ~~in certain~~loss ~~circumstances~~on ~~advances~~impairment ~~from~~of ~~the~~property, ~~Partnership. Accounts payable from discontinued operations~~ totaled $25,~~685~~221,~~081~~402 and $~~291~~5,~~398 as of March 31~~650, ~~2009 and 2008~~721, respectively. 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.

Accounts payable from operations as of March 31, 2010 and 2009 were $1,139,138 and $1,181,205, respectively. Accounts payable are short term liabilities which are expected to be paid from operating cash flows, working capital balances at the Local Partnership level, Local General Partner advances and in certain circumstances advances from the Partnership. Accounts payable from discontinued operations totaled $184,224 and $2,685,081 as of March 31, 2010 and 2009, respectively. Accrued interest payable from operations as of March 31, ~~2009~~2010 and ~~2008~~2009 was $1011,~~496~~600,~~943~~ 608 and $1110,~~332~~496,~~424~~943, 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. Accrued interest payable from discontinued operations totaled $~~680~~496,~~348~~971 and $~~516~~680,~~823~~348 as of March 31, ~~2009~~2010 and ~~2008~~ 2009, respectively. The Partnership anticipates the payment of accrued interest on the secondary loans (which make up the majority of the accrued interest payable amount owed 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.

~~During~~ Because the ~~year~~provisions ~~ended~~of ~~March~~the ~~31,~~secondary ~~2009,~~loans defer the ~~Partnership’s~~payment ~~primary sources~~ of ~~funds included:~~accrued ~~(i) working capital reserves; (ii)~~ interest ~~earned~~of on the ~~working capital~~respective ~~reserves;~~Local ~~(iii)~~Partnerships, ~~cash~~the ~~distributions~~Partnership ~~from~~believes ~~operations~~it of(and the applicable Local ~~Partnerships;~~ ~~and (iv~~Partnerships) ~~sales~~has ~~proceeds~~sufficient liquidity and ~~distributions. Such~~ability ~~funds are~~to ~~available~~generate cash and to meet ~~the~~existing ~~obligations~~and ofknown ~~the~~or ~~Partnership. The Partnership~~reasonably ~~does~~likely ~~not~~future ~~anticipate providing~~ cash ~~distributions~~requirements toover ~~BACs~~both ~~holders~~the ~~in circumstances~~short ~~other~~and ~~than~~long ~~refinancing or sales~~term. ~~Cash~~In ~~distributions received from the Local Partnerships~~addition, asassuming ~~well as~~ the ~~working~~General ~~capital~~Partner ~~reserves referred~~continues to ~~above,~~defer ~~will be used towards~~ the ~~future~~payment ~~operating expenses~~ of ~~the Partnership. During~~fees ~~the~~as ~~years~~discussed ~~ended~~below ~~March 31, 2009~~ and ~~2008,~~in ~~the amounts~~Note ~~received~~8 ~~from~~to ~~operations of~~ the ~~Local~~Financial ~~Partnerships~~Statements ~~were~~in ~~approximately $75,000~~Item ~~and $86~~8,~~000,~~ ~~respectively. Additionally,~~the ~~during~~Partnership ~~the~~believes ~~years ended~~it ~~March~~has ~~31,~~sufficient ~~2009~~liquidity and ~~2008,~~ability ~~the~~to ~~Partnership~~generate ~~received~~cash ~~approximately $33,000~~ and ~~$1,992,000~~to ofmeet ~~distributions~~existing ~~from~~and ~~the~~known ~~sale~~or ofreasonably ~~properties~~likely ~~and~~future ~~approximately $3,979,000~~cash inrequirements ~~proceeds~~over ~~from~~both the ~~sale~~short ofand ~~Local~~long ~~Partnerships’ limited partnership interest, respectively~~term. ~~The Partnership does not anticipate being able to make distributions sufficient to return to BACs holders their original capital contributions.~~

The Partnership’s unconsolidated working capital reserve at March 31, ~~2009~~2010 was approximately $51,~~044~~366,000.

Partnership management fees owed to the General Partner amounting to approximately $6,219,000 and $9,228,000 were accrued and unpaid as of March 31, 2009 and 2008, respectively. During the year ended March 31, 2009, management deemed the unpaid partnership management fees related to sold properties uncollectible and wrote off approximately $3,752,000, resulting in a non-cash General Partner contribution of the same amount. Without the General Partner’s advances and continued accrual without payment of certain fees and expense reimbursements, the Partnership will not be in a position to meet its obligations.

Long-Term

~~For~~Partnership ~~a discussion~~management offees ~~contingencies~~owed ~~affecting~~to ~~certain~~the ~~Local~~General ~~Partnerships~~Partner amounting to approximately $4,555,000 ~~see~~and ~~Results~~$6,219,000 ~~of Operations~~were accrued and unpaid as of ~~Certain~~March ~~Local~~31, ~~Partnerships~~2010 and 2009, ~~below.~~respectively, ~~Since~~and ~~the~~are ~~maximum~~included ~~loss~~in the ~~Partnership~~ ~~would~~line beitem ~~liable~~titled ~~for~~Due isto ~~its~~general ~~net~~partners ~~investment~~and inaffiliates on the ~~respective subsidiary~~Consolidated ~~partnerships,~~Balance Sheets. During the ~~resolution~~year ofended March 31, 2010, management deemed the ~~existing~~unpaid ~~contingencies~~partnership ismanagement ~~not anticipated~~fees related to ~~impact~~sold ~~future~~properties ~~results~~uncollectible ofand ~~operations,~~wrote ~~liquidity~~off orapproximately ~~financial condition~~$1,508,000, resulting in a ~~material~~non-cash ~~way.~~General ~~However,~~Partner contribution of the ~~Partnership’s~~same ~~loss~~amount. Unpaid partnership management fees for any year are to be deferred without interest and will be payable out of ~~its~~sales ~~investment in~~or arefinancing ~~Local~~proceeds only to the extent of available funds after payments on all Partnership ~~may~~liabilities ~~also~~have ~~result~~been inmade ~~recapture~~other ofthan ~~Tax~~to ~~Credits~~those ifowed to the ~~investment~~ isGeneral ~~lost~~Partner ~~before~~and ~~expiration~~its ofaffiliates, and after the ~~Compliance~~Limited ~~Period~~Partners have received a 10% return on their capital contributions.

~~Management is~~All ~~not~~other ~~aware~~amounts ofincluded ~~any~~in ~~trends~~Due orto ~~events,~~General ~~commitments~~Partner orand ~~uncertainties,~~affiliates ~~which have not otherwise been disclosed, that will or~~ are ~~likely~~expected to ~~impact~~be ~~liquidity~~paid, inif ~~a material~~at ~~way.~~all, ~~Management believes the only impact would be~~ from ~~laws~~working ~~that~~capital ~~have not yet been adopted~~reserves. The ~~portfolio~~General isPartner ~~diversified~~does bynot ~~the~~anticipate ~~location~~advancing ofgoing ~~the Properties~~forward ~~around~~any ~~the~~operating ~~United~~funds ~~States~~to soany ~~that if one area~~ of the ~~country~~Local ~~is experiencing~~Partnerships ~~downturns~~ in which the ~~economy,~~Partnership ~~the~~has ~~remaining~~invested. Even ~~Properties~~if ina ~~the~~situation ~~portfolio may~~arose bewhere ~~experiencing~~the ~~upswings.~~General ~~However,~~Partner ~~the~~and ~~geographic~~its ~~diversification~~affiliates ofneeded ~~the portfolio~~to ~~may~~but were not ~~protect~~able ~~against~~to amake ~~general~~operating ~~downturn~~advances in the ~~national~~future ~~economy. The~~due ~~Partnership~~to ~~had~~lack ~~fully~~of ~~invested~~funds, the ~~proceeds~~only ofimpact ~~its~~on ~~Offering~~the inPartnership 28would ~~Local Partnerships,~~be ~~all~~that ofit ~~which~~would ~~had~~lose ~~their~~its ~~Tax~~investment ~~Credits fully~~ in ~~place. As of~~that ~~December~~particular ~~31,~~Local ~~2007, all Credit Periods had expired~~Partnership. The ~~Compliance Periods~~Partnership’s ~~will~~ability ~~continue through December 31, 2013 with respect~~ to ~~the~~continue ~~Properties depending~~its ~~upon~~operations ~~when~~would ~~the~~not ~~Tax~~be ~~Compliance Periods commenced~~affected.

- 9 -

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 subsidiary partnerships, the resolution of the existing contingencies is not anticipated to impact future results of operations, liquidity or financial condition in a material way. However, the Partnership’s loss of its investment in a Local Partnership may also result in recapture of Tax Credits if the investment is lost before expiration of the Compliance Period.

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. The Partnership had fully invested the proceeds of its Offering in twenty eight Local Partnerships, all of which had their Tax Credits fully in place. As of December 31, 2007, all Credit Periods had expired. The Compliance Periods will continue through December 31, 2013 with respect to the Properties depending upon when the Tax Compliance Periods commenced.

Discontinued Operations

For a discussion of discontinued operations, see Note 14 in Item 8.

Sale of Underlying Properties/Local Partnership Interests

For a discussion of the sale of Properties in which the Partnership owns direct interests, see Note 10 in Item 8.

Tabular Disclosure of Contractual Obligations

The following table summarizes the Partnership’s commitments as of March 31, ~~2009~~2010 to make future payments under its debt agreements and other contractual obligations.

	Total		Less than 1 Year	~~Less than 1 Year~~		1 – 3 Years		~~1 – 3 Years~~	3 -5 Years		3More -than 5 Years		~~More than 5 Years~~
Mortgage notes payable (a)	$	2019,~~705~~936,~~851~~251	$	$805,172	~~758,369~~	$	3,623,842	$	~~1,659,837~~$	1,883,051	$	113,~~358~~624,~~990~~186	$	~~16,928,655~~
Long term notes payable (b)		~~129~~111,~~274~~548		17,726	~~25,854~~		46,911		~~51,710~~	46,911		~~51,710~~0		0
	$	20,~~835~~047,~~125~~799	$	$822,898	~~784,223~~	$	3,670,753	$	~~1,711,547~~$	1,929,962	$	113,~~410~~624,~~700~~186	$	~~16,928,655~~
(a) The mortgage notes are payable in aggregate monthly installments of approximately $109,000, including principal and interest at rates varying from 1% to 8% per annum, through the year 2048. Each subsidiary partnership’s mortgage note payable is collateralized by the land and buildings of the respective subsidiary partnership, the assignment of certain subsidiary partnerships’ rents and leases, and is without further recourse. (b) See Note 8 (B) ii in Item 8. Financial Statements and Supplementary Data.
(a) The mortgage notes are payable in aggregate monthly installments of approximately $109,000, including principal and interest at rates varying from 1% to 8.58% per annum, through the year 2048. Each subsidiary partnership’s mortgage note payable is collateralized by the land and buildings of the respective subsidiary partnership, the assignment of certain subsidiary partnerships’ rents and leases, and is without further recourse. (b) See Note 8 (B) i in Item 8. Financial Statements and Supplementary Data.

The following table summarizes the Partnership’s commitments from discontinued operations as of March 31, ~~2009~~2010 to make future payments under its debt agreements and other contractual obligations.

	Total		Less than 1 Year	~~Less than 1 Year~~		1 – 3 Years		~~1 – 3 Years~~	3 -5 Years		3More -than 5 Years		~~More than 5 Years~~
Mortgage notes payable (a)	$	193,~~248~~129,~~504~~354	$	$3,129,354	~~6,901,650~~	$	0	$	~~3,829,354~~$	0	$	~~1,630,000~~0	$	~~6,887,500~~
Long term notes payable (b)		979,770			979,770				0			0		0
	$	3,129,354	$	3,129,354		$	0		$	0	$	0
	$	20,228,274		$	7,881,420			$	3,829,354		$	1,630,000	$	6,887,500
(a) The mortgage notes are payable in aggregate monthly installments of approximately $15,000, including principal and interest at rates varying from 5.17% to 9% per annum, through the year 2010. Each subsidiary partnership’s mortgage note payable is collateralized by the land and buildings of the respective subsidiary partnership, the assignment of certain subsidiary partnerships’ rents and leases, and is without further recourse.
(a) The mortgage notes are payable in aggregate monthly installments of approximately $219,000, including principal and interest at rates varying from 5% to 9% per annum, through the year 2020. Each subsidiary partnership’s mortgage note payable is collateralized by the land and buildings of the respective subsidiary partnership, the assignment of certain subsidiary partnerships’ rents and leases, and is without further recourse. (b) See Note 8 (B) iii in Item 8. Financial Statements and Supplementary Data.

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 the Properties. The cost of property and equipment is depreciated over their estimated useful lives using accelerated and straight-line methods. Expenditures for repairs and maintenance are charged to expense as incurred; major renewals and betterments are capitalized. At the time property and equipment are retired or otherwise disposed of, the cost and accumulated depreciation are eliminated from the assets and accumulated depreciation accounts and the profit or loss on such disposition is reflected in earnings. The Partnership complies with ~~Statement~~ASC of360, ~~Financial~~Property, ~~Accounting Standards~~Plant and Equipment (“~~SFAS~~ASC 360”) 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 is below depreciated cost. At that time, Property investments themselves are reduced to estimated fair value (generally using discounted cash flows) when the Property is considered to be impaired and the depreciated cost exceeds estimated fair value.

At the time management commits to a plan to dispose of assets, said assets are adjusted to the lower of their carrying amount or fair value less costs to sell. These assets are classified as property and equipment-held for sale and are not depreciated. Property and equipment that are held for sale are included in discontinued operations. There are three assets classified as property and equipment-held for sale as of March 31, 2009 (see Note 11 in Item 8).

During the year ended March 31, 2009 and 2008, the Partnership recorded approximately $9,706,000 and $6,360,000, respectively, as an aggregate loss on impairment of assets. Through March 31, 2009, the Partnership has recorded approximately $17,731,000 as an aggregate loss on impairment of assets.

- 10 -

At the time management commits to a plan to dispose of assets, said assets are adjusted to the lower of their carrying amount or fair value less costs to sell. These assets are classified as property and equipment-held for sale and are not depreciated. Property and equipment that are held for sale are included in discontinued operations. There are two assets classified as property and equipment-held for sale as of March 31, 2010 (see Note 11 in Item 8).

During the years ended March 31, 2010 and 2009, the Partnership recorded approximately $6,687,000 and $9,706,000, respectively, as an aggregate loss on impairment of assets. Through March 31, 2010, the Partnership has recorded approximately $24,418,000 as an aggregate loss on impairment of assets.

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 (see Note 2f in Item 8).

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

	Years Ended March 31,
	2009		2008*
Interest	$	82,988	$	85,110
Other		64,564		69,646
Total other revenue	$	147,552	$	154,756

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

	Years Ended March 31,
	2009		2008*
Interest	$	86,830	$	191,960
Other		850,807		629,244
Total other revenue	$	937,637	$	821,204
* Reclassified for comparative purposes.

Income Taxes

The Partnership is not required to provide for, or pay, any federal income taxes. Net income or loss generated by the Partnership is passed through to the partners and is required to be reported by them. The Partnership may be subject to state and local taxes in jurisdictions in which it operates. For income tax purposes, the Partnership has a fiscal year ending December 31.

Recent Accounting Pronouncements

In ~~April 2009~~January, 2010, the ~~Financial~~FASB ~~Accounting~~issued ~~Standards~~under ~~Board~~Topic ~~(“FASB”)~~820, ~~issued~~Fair ~~FSP~~Value ~~No.~~Measurements ~~FAS 107-1~~ and ~~APB~~Disclosures, 28ASU 2010-106, “~~Interim~~Improving Disclosures about Fair Value ~~of Financial Instruments~~Measurements”. This ~~FSP~~ASU ~~amends~~reports ~~FASB~~on ~~Statement~~new ~~No.~~disclosure ~~107~~requirements to— ~~require disclosures~~and ~~about~~clarifications ~~fair~~of ~~values~~existing ofrequirements ~~financial~~— ~~instruments~~under ~~for~~ASC ~~interim~~Subtopic ~~reporting periods~~820-10 as(originally ~~well~~issued as inFAS ~~annual financial statements~~157). The ~~FSP~~new ~~also amends~~disclosure ~~APB~~requirements ~~Opinion~~apply ~~No.~~to 28interim toand ~~require~~annual ~~those~~reporting ~~disclosures~~periods inbeginning ~~summarized~~after ~~financial information~~December at15, ~~interim~~2009, ~~reporting~~with ~~periods. This~~one ~~FSP~~exception: ~~becomes~~The ~~effective for~~new ~~interim~~rules ~~reporting~~regarding ~~periods~~purchases, ~~ending~~sales, ~~after~~issuances ~~June~~and ~~15,~~settlements ~~2009,~~associated with ~~early~~Level ~~adoption permitted~~3 measurements will be effective for ~~periods~~fiscal ~~ending~~years beginning after ~~March~~December 15, ~~2009~~2010, and for interim periods within those fiscal years. The adoption of this ~~FSP~~accounting standard is not expected to have a material ~~impact~~effect on the Partnership’s consolidated financial statements.

In ~~April 2009~~January 2010, the FASB issued ~~FSP~~under ~~NO.~~ASC ~~FAS~~Topic ~~157~~810, Consolidation, ASU 2010-402, ~~“Determining~~Accounting ~~Fair~~and ~~Value~~Reporting ~~When~~for ~~the~~Decreases ~~Volume and~~in ~~Level~~Ownership of ~~Activity~~a ~~for~~Subsidiary ~~the~~– ~~Asset~~a orScope ~~Liability~~Clarification. The ~~Have~~objective ~~Significantly~~of ~~Decreased and~~ASU ~~Identifying~~2010-02 ~~Transactions~~is ~~That~~to ~~Are~~address ~~Not~~implementation ~~Orderly”~~issues related to changes in ownership provisions. This ~~FSP~~ASU ~~provides additional~~clarifies ~~guidance~~that ondecreases ~~determining~~in ~~fair~~ownership ~~value~~provisions ~~when~~within ~~the~~ASC ~~volume~~Topic ~~and~~810-10 ~~level~~applies to a) a subsidiary or group of assets that is a business or nonprofit activity, ~~for~~b) ~~the~~a ~~asset~~subsidiary that is a business or ~~liability~~nonprofit ~~have~~activity ~~significantly~~that ~~decreased~~is ~~when~~transferred ~~compared with~~to ~~normal~~an ~~market~~equity method investee or joint venture or c) an exchange of a group of assets that constitutes a business or nonprofit activity for ~~the~~a ~~asset~~non-controlling interest in an entity (including equity method investee or ~~liability~~joint venture). AThis ~~significant decrease~~ASU inclarifies that the ~~volume~~decrease orin ~~level~~ownership ofguidance ~~activity~~within ~~for~~ASC ~~the~~Topic ~~asset~~810-10 ofdoes ~~liability~~not isapply ~~an indication~~to ~~that~~the following transactions oreven ~~quoted~~if ~~prices~~they ~~may~~involve ~~not~~businesses: a) besales ~~determinative~~in substance of ~~fair value~~real ~~because~~estate ~~transactions~~and ~~may~~b) ~~not~~conveyances beof ~~orderly~~oil and gas mineral rights. InThis ~~that~~ASU ~~circumstance, further~~also ~~analysis~~expands disclosure requirements for the deconsolidation of ~~transactions~~a subsidiary or ~~quoted~~derecognition ~~prices~~of a group of assets within the scope of ASC Topic 810-10. This ASU is ~~needed,~~effective ~~and~~in the period in which an ~~adjustment to~~entity ~~the~~adopts ~~transactions~~Statement orof ~~quoted~~Financial ~~prices~~Accounting ~~may~~Standards be(SFAS) ~~necessary~~No. to160, ~~estimate~~Non-controlling ~~fair value~~Interests in Consolidated Financial Statements. ~~This~~ ~~FSP~~If ~~becomes~~an entity has previously adopted SFAS160, the amendments in this update are effective ~~for~~beginning in the first interim or annual reporting ~~periods~~ period ending on or after ~~June~~December 15, 2009,. Retrospective ~~with~~application ~~early~~to ~~adoption~~the ~~permitted~~first ~~for~~period ~~periods~~that ~~ending after~~an ~~March~~entity ~~15,~~adopted ~~2009~~SFAS 160 is required. The adoption of this ~~FSP~~accounting isstandard did not ~~expected to~~ have a material ~~impact~~effect on the Partnership’s consolidated financial statements.

~~In December~~On ~~2007~~August 26, 2009, the FASB issued ~~SFAS~~Accounting ~~No.~~Standard ~~160,~~Update ~~“Non~~(ASU) 2009-~~controlling~~05, ~~Interests~~Measuring ~~in Consolidated~~Liabilities ~~Financial~~at ~~Statements”~~Fair Value, to clarify how entities should estimate the fair value of liabilities under the ASC Topic 820, Fair Value Measurements and Disclosures. ~~This~~The ~~statement~~amendments ~~was~~in ~~issued~~ASU ~~with the~~2009-05 ~~intent~~reduce topotential ~~improve~~ambiguity in financial reporting when measuring the ~~relevance~~fair value of liabilities. Therefore, ~~comparability~~preparers, investors, and ~~transparency~~other users of ~~the~~ financial ~~information~~statements ~~that~~will have a ~~reporting~~better ~~entity~~understanding ~~provides~~of inhow ~~its~~the ~~consolidated financial~~fair ~~statements~~value ~~for~~of ~~those~~liabilities ~~entities~~was ~~that~~measured, ~~have~~helping ~~outstanding~~to ~~non-controlling interest~~improve consistency in ~~one~~the orapplication ~~more~~of ~~subsidiaries~~Topic 820. The ~~effective~~FASB ~~date~~issued ~~for~~ASU ~~this provision~~2009-05 isas ~~for~~a ~~fiscal~~result ~~years~~of ~~beginning~~expressed ~~after~~concern ~~December~~that 15there may be a lack of observable market information to measure the fair value of a liability. For example, ~~2008~~in the hypothetical transfer of an asset subject to a restriction there will be no observable data available to measure the liability because it is restricted from being transferred. ~~The Partnership~~This guidance is ~~currently~~effective ~~evaluating~~for the ~~impact~~first ofreporting ~~the~~period ~~provisions~~(including interim periods) beginning after issuance. The adoption of this ~~statement~~ accounting standard did not have a material effect on the Partnership’s consolidated financial statements.

~~Results~~In June 2009, the FASB issued ASC 105-10 (formerly SFAS No. 168), The FASB Accounting Standards Codification and the Hierarchy of ~~Operations~~ Generally Accepted Accounting Principles. The objective of this statement is to replace SFAS No. 162 and to establish the FASB Accounting Standards Codification as the source of the authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with GAAP. The rules and interpretive releases of the SEC under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. This statement shall be effective for financial statements issued for interim and annual periods ending after September 15, 2009 and was adopted by the Partnership for its second quarter reporting. The adoption did not have a significant impact on the reporting of our financial position, results of operations or cash flows.

The following is a summary of the results of operations of the Partnership for the years ended March 31, 2009 and 2008 (the 2008 and 2007 Fiscal Years, respectively), excluding the results of its discontinued operations which are not reflected in the following discussion.

The Partnership’s results of operations for the 2008 and 2007 Fiscal Years consisted primarily of the results of the Partnership’s investment in Local Partnerships. The majority of Local Partnership income continues to be in the form of rental income with the corresponding expenses being divided among operations, depreciation and mortgage interest.

- 11 -

~~The~~In ~~net loss~~June ~~for~~2009, the ~~2008~~FASB ~~and~~issued ~~2007~~under ~~Fiscal~~ASC ~~Years~~Topic ~~totaled~~810-Consolidation, $4SFAS No. 167,~~894~~ an amendment to FASB Interpretation 46(R),~~349~~ “Consolidation of Variable Interest Entities.” The statement requires an entity to perform an analysis to determine whether the entity’s variable interest give it a controlling financial interest in a variable interest entity by rationalizing characteristics that would give it power to direct the activities of a variable interest entity and ~~$10~~the obligation to absorb losses or the right to receive benefits from the entity that could potentially be significant to the variable interest entity. The statement is effective for years beginning after November 15,~~467,870, respectively~~ 2009 and is not expected to have a material effect on the Partnership’s consolidated financial statements.

~~2008~~In vsJune 2009, the FASB issued under ASC Topic 860 – Transfers and Servicing, SFAS No. ~~2007~~ 166, “Accounting for Transfers of Financial Assets”, an amendment to SFAS No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishment of Liabilities.” The statement defines the term “participating interest” to establish specific conditions for reporting a transfer of financial assets as a sale and improves financial reporting by eliminating (a) the exception for qualifying special-purpose entities from consolidation guidance and (b) the exception that permitted sale accounting for certain mortgage securitizations when a transferor has not surrendered control over the transferred financial assets. The statement is effective for annual reports for years beginning after November 15, 2009 and is not expected to have a material effect on the Partnership’s consolidated financial statements.

~~Rental income~~Results ~~increased~~of approximately 3% for the 2008 Fiscal Year as compared to the 2007 Fiscal Year, primarily due to annual rent increases and decreases in vacancies at several Local Partnerships, partially offset by a decrease in occupancy at one Local Partnership.Operations

~~Total expenses,~~The ~~excluding~~following ~~loss~~is ona ~~impairment~~summary of ~~property,~~the ~~remained~~results ~~fairly~~of ~~consistent with~~operations ~~a decrease~~ of ~~approximately~~the 1%Partnership for the years ended March 31, 2010 and 2009 (the 2009 and 2008 Fiscal ~~Year~~Years, asrespectively), ~~compared~~excluding tothe results of its discontinued operations which are not reflected in the ~~2007~~ ~~Fiscal~~following ~~Year~~discussion.

The Partnership’s results of operations for the 2009 and 2008 Fiscal Years consisted primarily of the results of the Partnership’s investment in Local Partnerships. The majority of Local Partnership income continues to be in the form of rental income with the corresponding expenses being divided among operations, depreciation and mortgage interest.

The net loss for the 2009 and 2008 Fiscal Years totaled $17,996,417 and $5,815,293, respectively.

2009 vs. 2008

Rental income increased approximately 4% for the 2009 Fiscal Year as compared to the 2008 Fiscal Year, primarily due to annual rent increases and decreases in vacancies at several Local Partnerships.

Other income decreased approximately $35,000 for the 2009 Fiscal Year as compared to the 2008 Fiscal Year, primarily due to a decrease in the amount of cash being invested at several Local Partnerships as well as the Partnership level partially offset by increases in tenant charges at one Local Partnership.

Total expenses, excluding general and administrative-related parties, repair and maintenance, and loss on impairment of properties, remained fairly consistent with a decrease of approximately 1% for the 2009 Fiscal Year as compared to the 2008 Fiscal Year.

General and administrative – related party expenses decreased approximately $479,000 for the 2009 Fiscal Year as compared to the 2008 Fiscal Year, primarily due to a decrease in partnership management fees and other expense reimbursement allocations at the Partnership level due to sale of properties.

Repair and maintenance expenses decreased approximately $283,000 for the 2009 Fiscal Year as compared to the 2008 Fiscal Year, primarily due to a decrease in building and apartment repairs, and other maintenance repairs at three Local Partnerships, partially offset by an increase in maintenance supplies and repairs, decorating and ground supplies and maintenance repairs at two Local Partnerships.

Loss on impairment of properties amounted to approximately $6,687,000 and $9,706,000 for the 2009 and 2008 Fiscal Years, respectively. See Note 4 in Item 8 for detailed discussion on impairments.

Results of Operations of Certain Local Partnerships

a)	Subsidiary Partnerships – Going Concern

Creative Choice Homes II L.P. (“Opa-Locka”)

The Partnership sold its limited partnership interest in Opa-Locka on January 1, 2010 (see Note 10 in Item 8). Prior thereto, the financial statements for Opa-Locka were prepared assuming that Opa-Locka ~~will~~ would continue as a going concern. Opa-Locka iswas in default on its third and fourth mortgage notes, which were incurred to affiliates of the Local General Partner. The Local General Partner ~~has~~had not sent a notice of default with respect to the notes as of the year ended March 31, ~~2009~~2010 and ~~will~~would behave been unable to call the notes until the first and second mortgage notes were paid in full. In addition, ~~which~~the ~~are~~current liabilities exceeded the current assets by approximately $8, ~~are~~700,000. These ~~paid~~conditions inraised ~~full~~substantial doubt about Opa-Locka’s ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary if Opa-Locka had been unable to continue as a going concern.

~~Opa-Locka has~~The ~~also~~Partnership’s ~~continued~~investment ~~to incur significant operating losses resulting,~~ in ~~part, from the effects of a major hurricane, which created additional losses. These conditions raise substantial doubt about~~ Opa-Locka~~’s ability~~ toat ~~continue~~March as31, a2010 ~~going~~and ~~concern. The~~2009 ~~ability~~was ~~for~~reduced ~~Opa-Locka~~ to ~~continue~~ zero as a ~~going~~result ~~concern~~of isprior ~~based on the Local General Partner~~years’s ~~continuing ability to fund operating~~ losses, and ~~insurance proceeds to cover~~ the ~~damages~~noncontrolling ~~to the~~interest ~~Property. This~~balance ~~condition~~was is$0 ~~alleviated~~and in$5,000 ~~part~~at byeach ~~the fact that the property has had positive operating cash flow for the past several years~~date. ~~The~~Opa-Locka’s ~~financial~~net ~~statements~~income doafter ~~not~~noncontrolling ~~include~~interest ~~any~~amounted ~~adjustments~~to ~~that might~~approximately be$554,000 ~~necessary~~and if$487,000 ~~Opa-Locka~~for isthe ~~unable~~2009 toand ~~continue~~2008 asFiscal ~~a going concern~~Years.

~~The Partnership’s investment in Opa~~-~~Locka~~ at12 ~~March 31, 2009 and 2008 was reduced to zero as a result of prior years’ losses, and the minority interest balance was zero at each date. Opa~~-~~Locka’s net (income) loss after minority interest amounted to approximately $(366,000) and $2,400,000 for the 2008 and 2007 Fiscal Years.~~

In October 2005, Opa-Locka suffered property damage and business interruption due to a severe hurricane. Opa-Locka contracted to complete repairs and renovations of the buildings damaged for a cost of $7,489,000. Opa-Locka expects to be reimbursed by insurance proceeds in the amount of approximately $4,420,000. As of December 31, 2008, $4,000,000 of insurance proceeds has been received by the mortgage company which is acting as administrator and trustee of the funds. A balance of $3,970,717 remains payable to the construction company as of December 31, 2008 related to the rehabilitation.

The above circumstances have called into question the recoverability of the carrying amounts of the building. On May 9, 2008, Opa-Locka entered into a purchase and sale agreement to sell its property and related assets and liabilities to an unaffiliated third party purchaser, which expired in April 2009. The property is currently being actively marketed for sale and management is seeking a potential buyer (see Note 11 in Item 8).

Morrant Bay Limited Partnership (“Morrant Bay”)

The financial statements for Morrant Bay have been prepared assuming that Morrant Bay will continue as a going concern. Morrant Bay has been experiencing higher operating costs, attributable in part to escalating energy and repair costs. These conditions, in addition to regulatory rent restrictions imposed under HUD guidelines, has resulted in operating cash flow not meeting all current obligations as they become due. At December 31, ~~2008~~2009, current liabilities exceed current assets by approximately $~~327~~773,000. This raises doubt as to whether Morrant Bay will be able to continue as a going concern. Management continually monitors operating costs and will request additional rent increases when allowed by HUD. Additionally, management is in the process of evaluating refinancing plans. During 2008, Morrant Bay entered into negotiations with a local non-profit to re-syndicate the property. In connection with this, Morrant Bay is negotiating with the General Partner to redeem ~~their~~ the Partnership’s interest in Morrant Bay for a nominal amount. There can be no assurance if or when such negotiations will result in ana ~~actual~~sale ~~redemption~~ of the ~~Local~~limited ~~Partnership~~partnership’s interests.

The Partnership’s investment in Morrant Bay at March 31, ~~2009~~2010 and ~~2008~~2009 was reduced to zero as a result of prior years’ losses and the ~~minority~~noncontrolling interest balance was approximately $(231,000) and $(228,000) atfor ~~each~~the ~~date~~2009 and 2008 Fiscal Years, respectively. Morrant Bay’s net loss after ~~minority~~ noncontrolling interest amounted to approximately $~~474~~288,000 and $~~712~~474,000 for the ~~2008~~ 2009 and ~~2007~~2008 Fiscal Years. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Boston Bay Limited Partnership (“Boston Bay”)

The financial statements for Boston Bay have been prepared assuming that Boston Bay will continue as a going concern. Boston Bay has been experiencing higher operating costs, attributable in part to escalating energy and repair costs. These conditions, in addition to regulatory rent restrictions imposed under HUD guidelines, has resulted in operating cash flow not meeting all current obligations as they become due. At December 31, ~~2008~~2009, current liabilities exceed current assets by approximately $~~330~~299,000. This raises doubt as to whether Boston Bay will be able to continue as a going concern. Management continually monitors operating costs and will request additional rent increases when allowed by HUD. Additionally, management is in the process of evaluating refinancing plans. During 2008, Boston Bay entered into negotiations with a local non-profit to re-syndicate the property. In connection with this, Boston Bay is negotiating with the General Partner to redeem ~~their~~ the Partnership’s interest in Boston Bay for a nominal amount. There can be no assurance if or when such negotiations will result in ana ~~actual~~sale ~~redemption~~ of the ~~Local~~limited ~~Partnership~~partnership’s interests.

The Partnership’s investment in Boston Bay at March 31, ~~2009~~2010 and ~~2008~~2009 was reduced to zero as a result of prior years’ losses and the ~~minority~~noncontrolling interest balance was approximately $(89,000) and $(87,000) atfor ~~each~~the ~~date~~2009 and 2008 Fiscal Years, respectively. Boston Bay’s net loss after ~~minority~~ noncontrolling interest amounted to approximately $~~342~~187,000 and $~~540~~342,000 for the ~~2008~~ 2009 and ~~2007~~2008 Fiscal Years. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

- 12 -

b) Subsidiary Partnerships – Commitments and Contingencies

Cloisters Limited Partnership II (“Cloister”)

Cloisters is in the process of converting the project from rental to for sale condominiums. Cloisters is currently in negotiations to finalize a construction agreement in the estimated amount of $2,146,000 and construction financing in the estimated amount of $800,000 related to the renovation of the units for sale. There can be no assurance for when the conversion will actually take place.

Other

The Partnership’s investment as a limited partner in the Local Partnerships is subject to the risks incident to the 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 and rental payment defaults and by increased operating expenses, any or all of which could threaten the financial viability of one or more of the Local Partnerships.

Item 7A. Quantitative and Qualitative Disclosure about Market Risk.

Mortgage notes are payable in aggregate monthly installments including principal and interest at rates varying from1% to 9% 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 Note 3 Item 8 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.

- 13 -

Item 8.	Financial Statements and Supplementary Data.
		Sequential Page
(a) 1.	Consolidated Financial Statements
	Report of Independent Registered Public Accounting Firm	15
	Consolidated Balance Sheets at March 31, 2009 and 2008	47
	Consolidated Balance Sheets at March 31, 2010 and 2009	39
	Consolidated Statements of Operations for the Years Ended March 31, 2009 and 2008	48
	Consolidated Statements of Operations for the Years Ended March 31, 2010 and 2009	40
	Consolidated Statements of Changes in Partners’ Capital (Deficit) for the Years Ended March 31, 2009 and 2008	49
	Consolidated Statements of Changes in Partners’ Capital (Deficit) for the Years Ended March 31, 2010 and 2009	41
	Consolidated Statements of Cash Flows for the Years Ended March 31, 2009 and 2008	50
	Consolidated Statements of Cash Flows for the Years Ended March 31, 2010 and 2009	42
	Notes to Consolidated Financial Statements	5244

- 14 -

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Partners of

Independence Tax Credit Plus L.P. and Subsidiaries

(A Delaware Limited Partnership)

We have audited the consolidated balance sheets of Independence Tax Credit Plus L.P. and Subsidiaries (A Delaware Limited Partnership) as of March 31, ~~2009~~2010 and ~~2008~~2009, and the related consolidated statements of operations, changes in partners’ capital (deficit), and cash flows for the years ended March 31, ~~2009~~2010 and ~~2008~~2009 (the ~~2008~~ 2009 and ~~2007~~2008 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 ~~nineteen~~eleven (~~2008~~ 2009 Fiscal Year) and ~~twenty~~nineteen ~~two~~ (~~2007~~2008 Fiscal Year) subsidiary partnerships whose losses aggregated $113,~~647~~429,~~146~~180 and $811,~~011~~647,~~225~~146 for the ~~2008~~2009 and ~~2007~~2008 Fiscal Years, respectively, and whose assets constituted 9183% and 7191% of the Partnership’s assets at both March 31, ~~2009~~2010 and ~~2008~~2009, respectively, presented in the accompanying consolidated financial statements. The financial statements for ~~seventeen~~ten (~~2008~~2009 Fiscal Year) and ~~twenty~~seventeen ~~one~~ (~~2007~~2008 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. The financial statements for ~~two~~one (~~2008~~2009 Fiscal Year) and ~~one~~two (~~2007~~2008 Fiscal Year) of these subsidiary partnerships were unaudited.

In our opinion, based upon our audits, and the reports of the other auditors referred to above, the consolidated financial statements referred to in the first paragraph present fairly, in all material respects, the financial position of Independence Tax Credit Plus L.P. and Subsidiaries at March 31, ~~2009~~2010 and ~~2008~~2009, and the results of their operations and their cash flows for the years ended March 31, ~~2009~~2010 and ~~2008~~2009, in conformity with U.S. generally accepted accounting principles.

As discussed in Note 13(ab), the consolidated financial statements include the financial statements of three subsidiary partnerships with significant uncertainties. The financial statements of these subsidiary partnerships were prepared assuming that they will continue as going concerns. These three subsidiary partnerships’ net losses aggregated $~~551~~10,~~341~~504,227 (~~2008~~2009 Fiscal Year) and $3551,~~651,851~~341 (~~2007~~2008 Fiscal Year) and their assets aggregated $236,~~400~~189,~~218~~416 and $23,~~381~~400,~~182~~218 at March 31, ~~2009~~2010 and ~~2008~~2009, respectively. Management’s plan in regard to this matter is also described in Note 13(ab). The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

TRIEN ~~ROSENBERG~~ ROSENBERG

WEINBERG CIULLO & FAZZARI LLP

New York, New York

June 24, ~~2009~~ 2010

- 15 -

[Letterhead of Reznick Group, P.C.]

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Partners

Harbor Court L.P.

We have audited the accompanying balance sheet of Harbor Court L.P. as of December 31, 2007, and the related statements of operations, partners' equity (deficit) and cash flows for year then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Partnership has determined that it is not required to have, nor we were engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Partnership’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Harbor Court L.P., as of December 31, 2007, and the results of its operations, the changes in partners' equity (deficit) and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

/s/ Reznick Group, P.C.

Bethesda, Maryland

April 10, 2008

- 16 -

[Letterhead of Mack Roberts & Company, L.L.C.]

INDEPENDENT AUDITOR'S REPORT

The Partners

Lancaster Terrace Limited Partnership

Salem, Oregon

We have audited the balance sheets of Lancaster Terrace Limited Partnership as of October 21, 2008 and December 31, 2007, and the related statements of operations, changes in partners' capital and cash flows for the period from January 1, 2008 to October 21, 2008 and the year ended December 31, 2007. 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.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Lancaster Terrace Limited Partnership as of October 21, 2008 and December 31, 2007 and the results of its operations, changes in partners’ capital and its cash flows for the period from January 1, 2008 to October 21, 2008 and the year ended December 31, 2007, in conformity with accounting principles generally accepted in the United States of America.

/s/ Mack, Roberts & Co., L.L.C.

Portland, Oregon

February 2, 2009

- 17 16 -

[Letterhead of Pailet, Meunier and LeBlanc, L.L.P.]

INDEPENDENT AUDITOR'S REPORT

To the Partners

655 NORTH STREET LIMITED PARTNERSHIP

New Orleans, Louisiana

We have audited the accompanying balance sheets of 655 ~~NORTH~~North ~~STREET~~Street ~~LIMITED~~Limited ~~PARTNERSHIP~~ Partnership, HUD Project No. 064-44801, as of December 31, ~~2008~~2009 and ~~2007~~2008, and the related statements of income, changes in partners' equity, and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of 655 ~~NORTH~~North ~~STREET~~Street ~~LIMITED PARTNERSHIP~~Limited Partnership, HUD Project No. 064-44801, as of December 31, ~~2008~~2009 and ~~2007~~2008 and the results of its operations, changes in partners' equity, and cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

In accordance with Government Auditing Standards and the Consolidated Audit Guide for Audits of HUD Programs issued by the U.S. Department of Housing and Urban Development, we have also issued a report dated ~~March~~February 304, ~~2009~~2010, on our consideration of 655 ~~NORTH~~North ~~STREET~~Street ~~LIMITED~~Limited ~~PARTNERSHIP~~Partnership's internal control, and reports dated ~~March~~February 304, ~~2009~~2010, on its compliance with specific requirements applicable to major HUD programs and specific requirements applicable to Fair Housing and Non-Discrimination. Those reports are an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the results of our audit.

/s/ Pailet, Meunier & LeBlanc, L.L.P.

Metairie, Louisiana

~~March~~February 304, ~~2009~~ 2010

- 18 17 -

[Letterhead of Reznick Group, P.C.]

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Partners

Landreth Venture

We have audited the accompanying balance sheet of Landreth Venture as of April 1, 2008 and the related statements of operations, changes in partners' equity (deficit) and cash flows for the period January 1, 2008 through April 1, 2008 (date of investor transfer). These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Partnership has determined that it is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Partnership’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Landreth Venture, as of April 1, 2008, and the results of its operations, the changes in partners' equity (deficit) and cash flows for the period January 1, 2008 through April 1, 2008 (date of investor transfer), in conformity with accounting principles generally accepted in the United States of America.

/s/ Reznick Group, P.C.

Baltimore, Maryland

April 2, 2009

- 19 18 -

[Letterhead of Reznick Group, P.C.]

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Partners

Landreth Venture

We have audited the accompanying balance sheets of Landreth Venture as of December 31, 2007 and 2006 and the related statements of profit and loss, changes in partners' equity (deficit) and cash flows for the year then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States) and the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Partnership has determined that it is not required to have, nor we were engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Partnership’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Landreth Venture, as of December 31, 2007 and 2006, and the results of its operations, the 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.

In accordance with Government Auditing Standards, we have also issued our report dated March 25, 2008, on our consideration of Landreth Venture’s 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 result of our audit.

Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The 2007 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 Group, P.C.

Baltimore, Maryland

March 25, 2008

Lead Auditor: Michael A. Cumming, CPA

Email id: mike.cumming@reznickgroup.com

- 20 -

[Letterhead of Reznick Group, P.C.]

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Partners

Bethel Villa Associates, L.P.

We have audited the accompanying balance sheets of Bethel Villa Associates, L.P. as of December 31, 2007 and 2006, and the related statements of profit and 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 audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States) and the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Partnership has determined that it is not required to have, nor we were engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the partnership’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also 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 Bethel Villa Associates, L.P. as of December 31, 2007 and 2006, and the results of its operations, the 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.

In accordance with Government Auditing Standards, we have also issued our report dated February 29, 2008, on our consideration of Bethel Villa Associates, L.P.’s internal control over financial reporting. 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. In accordance with Government Auditing Standards, we have also issued an opinion February 29, 2008 on Bethel Villa Associates, L.P.’s compliance with certain provisions of laws, regulations, contracts, and grant agreements, and other matters that could have a direct and material effect on a major HUD-assisted program. 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 audits.

Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The 2007 supplemental information on pages 29 through 48 is presented for purposes of additional analysis and is not a required part of the basic financial statements of the partnership. Such information, except 2007 budget included in comparison of budget to actual marked “Unaudited”, on which we express no opinion, 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.

Bethesda, Maryland Taxpayer Identification Number: 52-1088612

February 29, 2008

Audit Principal: Nelson D. Gomez

- 21 -

[Letterhead of J.H. Williams & Co., LLP]

INDEPENDENT AUDITORS' REPORT

To the Partners of

Susquehanna Partners

(a Limited Partnership)

Philadelphia, Pennsylvania

We have audited the accompanying balance sheet of Susquehanna Partners (a Limited Partnership) as of May 6, 2008 and the related statement of income, change in partners' equity and cash flows for the period then ended. These financial statements are the responsibility of the Partnership's management and contracted management agent. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (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. The Partnership has determined that it is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Partnership’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by the Partnership’s management and contracted management agent, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Susquehanna Partners (a Limited Partnership) at May 6, 2008, and the results of its operations and cash flows for the period then ended in conformity with accounting principles generally accepted in the United States of America.

/s/ J.H. Williams & Co., LLP

Kingston, Pennsylvania

~~May~~June 924, 2009

- 22 19 -

[Letterhead of J.H. Williams & Co., LLP]

INDEPENDENT AUDITORS' REPORT

To the Partners

Susquehanna Partners (a Limited Partnership)

Philadelphia, Pennsylvania

We have audited the accompanying balance sheets of Susquehanna Partners (a Limited Partnership) as of December 31, 2007 and 2006 and the related statements of income, changes in partners' equity and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management and contracted management agent. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (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. The Partnership has determined that it is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Partnership’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by the Partnership’s management and contracted management agent, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Susquehanna Partners (a Limited Partnership) at December 31, 2007 and 2006, 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/ J.H. Williams & Co., LLP

Kingston, Pennsylvania

May 9, 2008

- 23 -

[Letterhead of Ercolini & Company LLP]

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Partners of

Boston Bay Limited Partnership

Boston, Massachusetts

We have audited the accompanying balance sheet of Boston Bay Limited Partnership as of December 31, ~~2008~~2009 and the related statement of operations, partners' deficiency, and cash ~~flows~~flow for the year ended December 31, ~~2008~~2009. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Partnership is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’'s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our ~~audits~~audit ~~provide~~provides a reasonable basis for our opinion.

The accompanying financial statements have been prepared assuming that the Partnership will continue as a going concern. As discussed in Note 14, the Partnership is incurring liquidity problems which raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Boston Bay Limited Partnership as of December 31, ~~2008~~2009 and the results of its operations and its cash flows for the year ended December 31, ~~2008~~2009 in conformity with accounting principles generally accepted in the United States of America.

/s/ Ercolini & Company LLP

Boston, Massachusetts

~~January 22~~February 24, ~~2009~~2010

- 24 20 -

[Letterhead of Ercolini & Company LLP]

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Partners of

Boston Bay Limited Partnership

Boston, Massachusetts

We have audited the accompanying balance sheet of Boston Bay Limited Partnership as of December 31, ~~2007~~2008 and the related statement of operations, partners' deficiency, and cash flows for the year ended December 31, ~~2007~~2008. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Partnership is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

The accompanying financial statements have been prepared assuming that the Partnership will continue as going concern. As discussed in Note 14, the Partnership is incurring liquidity problems which raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Boston Bay Limited Partnership as of December 31, ~~2007~~2008 and the ~~result~~results of its operations and its cash flows for the year ended December 31, ~~2007~~2008 in conformity with accounting principles generally accepted in the United States of America.

/s/ Ercolini & Company LLP

Boston, Massachusetts

~~February 18~~January 22, ~~2008~~2009

- 25 21 -

[Letterhead of Ercolini & Company LLP]

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Partners of

Morrant Bay Limited Partnership

Boston, Massachusetts

We have audited the accompanying balance sheet of Morrant Bay Limited Partnership as of December 31, ~~2008~~2009 and the related statement of operations, partners' deficiency, and cash flow for the year ended December 31, ~~2008~~2009. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Partnership is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’'s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Morrant Bay Limited Partnership as of December 31, ~~2008~~2009, and the results of its operations and its cash flows for the year ended December 31, ~~2008~~2009, in conformity with accounting principles generally accepted in the United States of America.

/s/ Ercolini & Company LLP

Boston, Massachusetts

~~January 23~~February 24, ~~2009~~2010

- 26 22 -

[Letterhead of Ercolini & Company LLP]

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Partners of

Morrant Bay Limited Partnership

Boston, Massachusetts

We have audited the accompanying balance sheet of Morrant Bay Limited Partnership as of December 31, ~~2007~~2008 and the related statement of operations, partners' deficiency, and cash flow for the year ended December 31, ~~2007~~2008. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Partnership is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

~~The accompanying~~In our opinion, the financial statements ~~have~~referred ~~been~~to ~~prepared~~above ~~assuming~~present ~~that~~fairly, ~~the Partnership~~in ~~will~~all ~~continue~~material asrespects, athe ~~going~~financial ~~concern. As~~position ~~discussed~~of inMorrant ~~Note 14,~~Bay ~~the~~Limited Partnership isas ~~incurring~~of ~~liquidity~~December ~~problems~~31, ~~which~~2008, ~~raise~~and ~~substantial doubt~~the ~~about~~results of its ~~ability~~operations toand ~~continue~~its ascash aflows ~~going~~for ~~concern. The~~the ~~financial statements~~year doended ~~not~~December ~~include~~31, ~~any~~2008, ~~adjustment~~in ~~that~~conformity ~~might~~with ~~result~~accounting ~~from~~principles generally accepted in the ~~outcome~~United States of ~~this~~ ~~uncertainty~~America.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Morrant Bay Limited Partnership as of December 31, 2007, and the results of its operations and its cash flows for the year ended December 31, 2007, in conformity with accounting principles generally accepted in the United States of America.

/s/ Ercolini & Company LLP

Boston, Massachusetts

~~February 18~~January 23, ~~2008~~2009

- 27 23 -

[Letterhead of Ercolini & Company LLP]

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Partners of

Hope Bay Limited Partnership

Boston, Massachusetts

We have audited the accompanying balance sheet of Hope Bay Limited Partnership as of December 31, ~~2008~~2009 and the related statement of operations, partners' deficiency, and cash flow for the year ended December 31, ~~2008~~2009. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Partnership is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’'s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Hope Bay Limited Partnership as of December 31, ~~2008~~2009, and the results of its operations and its cash flows for the year ended December 31, ~~2008~~2009, in conformity with accounting principles generally accepted in the United States of America.

/s/ Ercolini & Company LLP

Boston, Massachusetts

~~January 26~~February 24, ~~2009~~2010

- 28 24 -

[Letterhead of Ercolini & Company LLP]

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Partners of

Hope Bay Limited Partnership

Boston, Massachusetts

We have audited the accompanying balance sheet of Hope Bay Limited Partnership as of December 31, ~~2007~~2008 and the related statement of operations, partners' deficiency, and cash flow for the year ended December 31, ~~2007~~2008. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Partnership is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Hope Bay Limited Partnership as of December 31, ~~2007~~2008, and the results of its operations and its cash flows for the year ended December 31, ~~2007~~2008, in conformity with accounting principles generally accepted in the United States of America.

/s/ Ercolini & Company LLP

Boston, Massachusetts

~~February 18~~January 26, ~~2008~~2009

- 29 25 -

[Letterhead of JOSE E. ROSARIO & CO., CPA, P.S.C.]

INDEPENDENT AUDITORS’ REPORT

To the Partners of

Lares Apartments Limited Partnership

San Juan, Puerto Rico

We have audited the accompanying balance sheet of Lares Apartments Limited Partnership, Rural Development Project No. 63-034-660467896, as of August 15, 2008 and the related statement 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 standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Partnership has determined that it is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Partnership’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Lares Apartments Limited Partnership as of August 15, 2008 and the results of its operations, changes in partners' deficit, and cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

/s/ Jose E. Rosario & Co, CPA, P.S.C.

Jose E. Rosario & Co., CPA, P.S.C.

License No. 176

Expires December 1, 2009

December 4, 2008

San Juan, Puerto Rico

Stamp No. 2400423 of the Puerto Rico College of CPA was affixed to the original.

- 30 26 -

[Letterhead of JOSE E. ROSARIO & CO., CPA, P.S.C.]

INDEPENDENT AUDITORS’ REPORT

To the Partners of

Lares Apartments Limited Partnership

San Juan, Puerto Rico

We have audited the accompanying balance sheets of Lares Apartments Limited Partnership, Rural Development Project No. 63-034-660467896, as of December 31, 2007 and 2006, and the related statements of operations, changes in partners’ deficit, and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Partnership has determined that it is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Partnership’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. 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 Lares Apartments Limited Partnership as of December 31, 2007 and 2006 and the results of its operations, changes in partners' deficit, and cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

/s/ Jose E. Rosario & Co, CPA, P.S.C.

Jose E. Rosario & Co., CPA, P.S.C.

License No. 176

Expires December 1, 2009

February 26, 2008

San Juan, Puerto Rico

Stamp No. 2298021 of the Puerto Rico College of CPA was affixed to the original.

- 31 -

[Letterhead of JOSE E. ROSARIO & CO., CPA, P.S.C.]

INDEPENDENT AUDITOR’S REPORT

To the Partners

Lajas Apartments Limited Partnership

San Juan, Puerto Rico

We have audited the accompanying balance sheet of Lajas Apartments Limited Partnership, Rural Development Project No. 63-034-660467896, as of August 15, 2008 and the related statement 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 standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Partnership has determined that it is not required to have, nor we were engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Partnership’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit 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 Lajas Apartments Limited Partnership as of August 15, 2008 and the results of its operations, changes in partners' deficit, and cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

/s/ Jose E. Rosario & Co, CPA, P.S.C.

Jose E. Rosario & Co., CPA, P.S.C.

License No. 176

Expires December 1, 2009

December 4, 2008

San Juan, Puerto Rico

Stamp No. 2400424 of the Puerto Rico College of CPA was affixed to the original.

- 32 27 -

[Letterhead of JOSE E. ROSARIO & CO., CPA, P.S.C.]

INDEPENDENT AUDITO'’S REPORT

To the Partners

Lajas Apartments Limited Partnership

San Juan, Puerto Rico

We have audited the accompanying balance sheets of Lajas Apartments Limited Partnership, Rural Development Project No. 63-017-0660467895, as of December 31, 2007 and 2006, and the related statements of operations, changes in partners’ deficit and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Lajas Apartments Limited Partnership as of December 31, 2007 and 2006 and the results of its operations, changes in partners' deficit and cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

/s/ Jose E. Rosario & Co, CPA, P.S.C.

Jose E. Rosario & Co., CPA, P.S.C.

License No. 176

Expires December 1, 2009

February 26, 2008

San Juan, Puerto Rico

Stamp No. 2306143 of the Puerto Rico College of CPA was affixed to the original.

- 33 -

[Letterhead of Kim & Lee]

To the Partners

Arlington - Rodeo Properties

(California Limited Partnership)

We have audited the accompanying balance sheet of Arlington - Rodeo Properties (A California Limited Partnership) as of December 31, ~~2008~~2009 and ~~2007~~2008, and the related statements of operations, changes in partners' equity, and cash flows for the years then ended. These financial statements are the responsibility of the Partnership’'s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We ~~have~~ conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The partnership has determined that it is not required to have, nor we were engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Partnership’'s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit 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 Arlington - Rodeo Properties as of December 31, ~~2008~~2009 and ~~2007~~2008 and the results of its operations and its cash flows for the years then ended, in conformity with U.S. generally accepted accounting principles.

/s/ Kim & Lee

Los Angeles, California

~~February 28~~March 1, ~~2009~~2010

- 34 28 -

[Letterhead of Reznick Group, P.C.]

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Partners

Chester Renaissance Associates

We have audited the accompanying balance sheets of Chester Renaissance Associates as of December 31, ~~2008~~2009 and ~~2007~~2008, 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 the standards of the Public Company Accounting Oversight Board (United States) and the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Partnership has determined that it is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Partnership’'s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Chester Renaissance Associates as of December 31, ~~2008~~2009, and ~~2007~~2008, and the results of its operations, the 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.

In accordance with Government Auditing Standards, we have also issued our report dated March 2023, ~~2009~~2010, on our consideration of Chester Renaissance 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 conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The ~~2008~~2009 supplemental information on pages 26 through 29 is presented for purposes of additional analysis and is not a required part of the basic financial statements. Such information has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

/s/ Reznick Group, P.C.

Baltimore, Maryland

March 2023, ~~2009~~ 2010

Lead Auditor: Michael A. Cumming, CPA

Email Address: mike.cumming@reznickgroup.com

- 35 29 -

[Letterhead of Rosen, Seymour, Shapss, Martin & Company, LLP]

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Partners

P.S. 157 Associates, L.P.:

We have audited the accompanying balance sheet of P.S. 157 Associates, L.P. (a limited partnership), as of March 31, 2007, and the related statements of operations, partners' capital, and cash flows for the three months ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Partnership has determined that it is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Partnership’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our 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 P.S. 157 Associates, L.P. (a limited partnership) as of March 31, 2007, and the results of its operations and its cash flows for the three months then ended in conformity with accounting principles generally accepted in the United States of America.

/s/ Rosen, Seymour, Shapss, Martin & Company, LLP

CERTIFIED PUBLIC ACCOUNTANTS

New York, New York

May 8, 2007

- 36 -

[Letterhead of Reznick Group, P.C.]

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Partners of

Cloisters Limited Partnership II

We have audited the accompanying balance sheet of Cloisters Limited Partnership II as of December 31, ~~2008~~2009, and the related statements of operations, changes in partners' equity (deficit) and cash flows for the year then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Partnership has determined that it is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Partnership’'s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Cloisters Limited Partnership II as of December 31, ~~2008~~2009, and the results of its operations, the changes in partners' equity (deficit) and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

/s/ Reznick Group

Baltimore, Maryland

~~April~~March 224, ~~2009~~ 2010

- 37 30 -

[Letterhead of Reznick Group, P.C.]

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Partners of

Cloisters Limited Partnership II

We have audited the accompanying balance sheet of Cloisters Limited Partnership II as of December 31, ~~2007~~2008, and the related statements of operations, changes in partners' equity (deficit) and cash flows for the year then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Partnership has determined that it is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our ~~audits~~audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the ~~partnership~~Partnership’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Cloisters Limited Partnership II as of December 31, ~~2007~~2008, and the results of its operations, the changes in partners' equity (deficit) and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

Our audit was made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental information on pages 16 and 17 is presented for the 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

Baltimore, Maryland

~~March~~April 252, ~~2008~~ 2009

- 38 31 -

[Letterhead of Friedman LLP]

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Partners

Milford Crossing Associates, L.P.

We have audited the accompanying balance sheets of Milford Crossing Associates, L.P. as of December 31, 2009 and 2008, and the related statements of operations, partners’ deficiency and cash flows for each of the years in the two-year period ended December 31, 2009. Milford Crossing Associates, L.P.'s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Milford Crossing Associates, L.P. as of December 31, 2009 and 2008, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2009 in conformity with accounting principles generally accepted in the United States of America.

Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplementary information shown on pages 15 to 23 is presented for purposes of additional analysis and is not a required part of the basic financial statements of Milford Crossing Associates, L.P. Such information has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated, in all material respects, in relation to the basic financial statements taken as a whole.

/s/ Friedman LLP

Marlton, New Jersey

January 31, 2010

- 32 -

[Letterhead of Bagell, Josephs, Levine & Company, L.L.C.]

INDEPENDENT AUDITORS’ REPORT

To the Partners of Milford Crossing Associates, L.P.

Wilmington, DE

We have audited the accompanying balance sheets of Milford Crossing Associates, L.P. as of December 31, 2008 and 2007 and the related statements of operations, partners' 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.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Milford Crossing Place Associates, L.P. as of December 31, 2008 and 2007, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplemental information on pages 14 through 22 is presented for purposes of additional analysis and is not a required part of the basic financial statements of Milford Crossing Associates, L.P. Such information has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated, in all material respects, in relation to the basic financial statements taken as a whole.

/s/ Bagell, Josephs, Levine & Company, L.L.C.

BAGELL, JOSEPHS, LEVINE & COMPANY, L.L.C.

Certified Public Accountants

Marlton, New Jersey

January 21, 2009

- 39 33 -

[Letterhead of Citrin Cooperman & Company, LLP]

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Partners

BX-7F ASSOCIATES, L.P.

We have audited the accompanying balance sheets of BX-7F Associates, L.P. (a limited partnership) as of December 31, 2007 and 2006, and the related statements of operations, partners' capital, and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Partnership’s internal control over financial reporting. 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, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of BX-7F Associates, L.P. as of December 31, 2007 and 2006, 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/ Citrin Cooperman & Company, L.L.P.

CERTIFIED PUBLIC ACCOUNTANTS

White Plains, New York

February 29, 2008

- 40 -

[Letterhead of Amílcar Torres Rivera, CPA]

INDEPENDENT AUDITORS' REPORT

To the Partners of

~~Los Angeles~~LOS ~~Limited~~ANGELES ~~Partnership~~LIMITED PARTNERSHIP

I have audited the accompanying balance sheets of LOS ANGELES LIMITED PARTNERSHIP as of December 31, ~~2008~~2009 and ~~2007~~2008, 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. My responsibility is to express an opinion on these financial statements based on my audits.

I conducted my audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Partnership has determined that it is not required to have, nor I was engaged to perform, an audit of its internal control over financial reporting. My audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Partnership’'s internal control over financial reporting. Accordingly, I express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that my audits provide a reasonable basis for my opinion.

In my opinion, the financial statements referred to above present fairly, in all material respects, the financial position of LOS ANGELES LIMITED PARTNERSHIP as of December 31, ~~2008~~2009 and ~~2007~~2008, and the results of its operations, changes in partners’' equity and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

/s/ Amílcar Torres Rivera, CPA

License 1876

Expires December 1, 2010

San Juan, Puerto Rico

February 10 8, ~~2009~~2010

Stamp #~~2335342~~2438386 of the

Puerto Rico Society of

Certified Public Accountants

was affixed to the original.

- 41 34 -

[Letterhead of Toski, Schaefer & Co., P.C.]

INDEPENDENT AUDITOR'S REPORT

The Partners

Christine Apartments, L.P.:

We have audited the accompanying balance sheet of Christine Apartments, L.P. as of August 31, 2008 and the related statements of operations, partners' equity and cash flows for the eight months ended August 31, 2008. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Partnership has determined that it is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Partnership’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Christine Apartments, L.P. as of August 31, 2008 and the results of its operations, changes in partners' equity and cash flows for the eight months ended August 31, 2008, in conformity with accounting principles generally accepted in the United States of America.

As discussed in note 12, the Partnership ceased operations on August 31, 2008 with the purchase by the general partner of the partnership interest of the limited partners.

Our audit was made for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplemental information is presented for purposes of additional analysis and is not a required part of the basic financial statements. Such information has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

/s/ Toski, Schaefer & Co., P.C.

Williamsville, New York

February 13, 2009

- 42 35 -

[Letterhead of Toski, Schaefer & Co., P.C.]

INDEPENDENT AUDITOR'S REPORT

The Partners

Christine Apartments, L.P.:

We have audited the accompanying balance sheets of Christine Apartments, L.P. as of December 31, 2007 and 2006 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 the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Partnership has determined that it is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Partnership’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Christine Apartments, L.P. as of December 31, 2007 and 2006 and the results of its operations, changes in partners' equity and cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplemental information is presented for purposes of additional analysis and is not a required part of the basic financial statements. Such information has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

/s/ Toski, Schaefer & Co., P.C.

Williamsville, New York

February 8, 2008

- 43 -

[Letterhead of Reznick Group, P.C.]

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Partners

Plainsboro Housing Partners, L.P.

We have audited the accompanying balance sheet of Plainsboro Housing Partners, L.P. as of December 31, 2008, and the related statements of revenue and expenses, changes in partners' equity and cash flows for the year then ended. These financial statements are the responsibility of the partnership's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Partnership is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the partnership’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Plainsboro Housing Partners, L.P. as of December 31, 2008, and the results of its operations, the 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.

/s/ Reznick Group, P.C.

Baltimore, Maryland

March 19, 2009

- 44 36 -

[Letterhead of ~~Reznick~~Koch Group & Company, ~~P.C.~~LLP]

~~REPORT OF~~ INDEPENDENT ~~REGISTERED~~AUDITOR’S ~~PUBLIC ACCOUNTING FIRM~~REPORT

To the Partners

~~Plainsboro Housing~~Rolling ~~Partners~~Green Associates, L.P. (A Limited Partnership)

We have audited the accompanying balance sheet of ~~Plainsboro~~Rolling ~~Housing~~Green ~~Partners~~Associates, ~~Limited Partnership~~L.P. (a limited partnership) as of ~~December~~September 3130, ~~2007~~2009, and the related statements of ~~revenue and expenses~~operations, changes in partners' equity (deficiency), and cash flows for the ~~year~~period ~~then ended~~January 1, 2009 through September 30, 2009 (date of sale). These financial statements are the responsibility of the ~~partnership~~ Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with ~~the~~ standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Partnership has determined that it is not required to have, nor ~~were~~ we were engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the partnership’'s internal control over financial reporting. Accordingly, we express no such opinion. An audit ~~also~~ 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 ~~Plainsboro~~Rolling ~~Housing~~Green ~~Partners~~Associates, ~~Limited Partnership~~L.P. as(a oflimited ~~December~~partnership) 31as September 30, ~~2007~~2009, and the results of its operations, ~~the~~ changes in its partners' equity (deficiency) and its cash flows for the ~~year~~period ~~then~~January ~~ended~~1, 2009 through September 30, 2009 in conformity with accounting principles generally accepted in the United States of America.

~~/s/ Reznick~~Our ~~Group,~~audit Pwas conducted for the purpose of forming an opinion on the basic financial statements taken as a whole.C The accompanying supplementary information on pages 9 to 10 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 financial statements taken as a whole.

~~Baltimore~~/s/ Koch Group & Company, ~~Maryland~~ LLP

~~March~~New 6York, ~~2008~~ New York

-June ~~45 -~~21, 2010

- 37 -

[Letterhead of Koch Group & Company, LLP]

INDEPENDENT AUDITORS' REPORT

To the Partners

Rolling Green Associates, L.P. (A Limited Partnership)

We have audited the accompanying balance sheets of Rolling Green Associates, L.P. (A Limited Partnership) as of December 31, 2008 and 2007, and the related statements of operations, changes in partners' equity (deficiency), and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Partnership has determined that it is not required to have, nor we were engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the partnership’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. 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 Associates, L.P. (a Limited Partnership) as of December 31, 2008 and 2007, and the results of its operations, changes in partners' equity (deficiency) and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplementary information on pages 12 to 18 is presented for purposes of additional analysis and is not a required part of the basic financial statements. Such information has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole.

/s/ Koch Group & Company, LLP

New York, New York

February 12, 2009

- 46 38 -

INDEPENDENCE TAX CREDIT PLUS L.P.

AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

ASSETS

	March 31,
	2009				2008
	2010			2009
Operating Assets
Property and equipment, at cost, less accumulated depreciation (Notes 2, 4, 7 and 10)	$	2215,~~693~~647,~~155~~943		$	$22,693,155	~~78,650,906~~
Cash and cash equivalents (Notes 2, 3 and 13)		51,~~253~~601,~~902~~240			5,253,902	~~4,056,150~~
Cash held in escrow (Notes 3 and 5)		2,~~005~~178,~~856~~742			2,005,856	~~7,140,700~~
Deferred costs, less accumulated amortization (Notes 2 and 6)		~~199~~187,~~544~~494			199,544	~~656,411~~
Other assets		~~792~~721,~~384~~872			792,384	~~1,355,639~~
Total operating assets		3020,~~944~~337,~~841~~291			30,944,841	~~91,859,806~~
Assets from discontinued operations (Note 14)
Property and equipment held for sale, net of accumulated depreciation (Note 4)		292,~~015~~606,~~203~~404			29,015,203	~~6,378,404~~
Net assets held for sale		4167,~~246,142~~215			4,246,142	~~3,791,881~~
Total assets from discontinued operations		332,~~261~~773,~~345~~619			33,261,345	~~10,170,285~~
Total assets	$	6423,~~206~~110,~~186~~910		$	$64,206,186	~~102,030,091~~
LIABILITIES AND PARTNERS’ CAPITAL (DEFICIT)
Operating Liabilities
Mortgage notes payable (Notes 3 and 7)	$	2019,~~705~~936,~~851~~251		$	$20,705,851	~~63,332,026~~
Accounts payable		1,~~181~~139,~~205~~138			1,181,205	~~3,914,793~~
Accrued interest payable		1011,~~496~~600,~~943~~608			10,496,943	~~11,332,424~~
Security deposits payable		~~169~~154,~~564~~305			169,564	~~555,107~~
Due to local general partners and affiliates (Note 8)		~~745~~705,~~843~~651			745,843	~~12,498,138~~
Due to general partners and affiliates (Note 8)		94,~~756~~797,~~202~~738			9,756,202	~~13,688,107~~
Total operating liabilities		4338,~~055~~333,~~608~~691			43,055,608	~~105,320,595~~
Liabilities from discontinued operations (Note 14)
Mortgage notes payable of assets held for sale (Note 7)		193,~~248~~129,~~504~~354			19,248,504	~~7,478,590~~
Net liabilities held for sale (including minority interest)		14,934,389				730,900
Net liabilities held for sale		1,333,122			15,690,152
Total liabilities from discontinued operations		344,~~182~~462,~~893~~476			34,938,656	~~8,209,490~~
Total liabilities		7742,~~238~~796,~~501~~167			77,994,264	~~113,530,085~~
Minority interests (Note 2)		4,312,640				4,761,586
Commitments and contingencies (Notes 7, 8 and 13)
Commitments and contingencies (Notes 7, 8 and 13)
Partners’ (deficit) capital
Partners’ capital (deficit)
Limited partners (76,786 BACs issued and outstanding)		(28,251,234	)		(20,269,539	)
Limited partners (76,786 BACs issued and outstanding)		(20,269,539	)			(15,424,134	)
General partners		4,352,232			2,924,584
General partners		2,924,584				(837,446	)
Independence Tax Credit Plus L.P. total		(23,899,002	)		(17,344,955	)
Total partners’ capital (deficit)		(17,344,955	)			(16,261,580	)
Noncontrolling interests		4,213,745			3,556,877
Total liabilities and partners’ capital (deficit)	$	64,206,186			$	102,030,091
Total partners’ (deficit) capital		(19,685,257	)		(13,788,078	)
See accompanying notes to consolidated financial statements.
Total liabilities and partners’ (deficit) capital	$	23,110,910		$	64,206,186
See accompanying notes to consolidated financial statements.

- 47 39 -

INDEPENDENCE TAX CREDIT PLUS L.P.

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

	Years Ended March 31,
	2009			2008*
	2010			2009*
Operations:
Revenues
Rental income	$	6,~~902~~900,~~109~~266		$	6,~~719~~638,~~066~~557
Other (Notes 1 and 13)		147,552			154,756
Other income (Notes 1 and 13)		106,699			142,068
Total revenues		7,~~049~~006,~~661~~965			6,~~873~~780,~~822~~625
Expenses
General and administrative		1,~~482~~337,~~992~~019			1,~~363~~414,~~226~~399
General and administrative-related parties (Note 8)		1907,~~412,076~~460			1,~~471~~386,~~240~~315
Repairs and maintenance		21,~~168~~800,~~562~~306			2,~~381~~083,~~535~~031
Operating		1,~~358~~191,~~530~~330			1,~~292~~291,~~087~~824
Taxes		~~498~~513,~~893~~241			~~516~~473,~~768~~516
Insurance		~~450~~379,~~325~~506			~~453~~387,~~335~~951
Interest		1,459,593			1,450,343
Financial, principally interest		1,489,942			1,459,593
Depreciation and amortization		1,~~628~~405,~~015~~765			1,~~613~~385,~~563~~377
Loss on impairment of property		5,186,710			0
Loss on impairment of properties		5,080,000			0
Total expenses from operations		1514,~~645~~104,~~696~~569			109,~~542~~882,~~097~~006
Loss from operations before minority interest		(8,596,035	)		(3,668,275	)
Loss from operations		(7,097,604	)		(3,101,381	)
Minority interest in loss of subsidiaries from operations		608,772			32,756
Loss from discontinued operations (Note 14)		(10,898,813	)		(2,713,912	)
Loss from operations		(7,987,263	)		(3,635,519	)
Net loss		(17,996,417	)		(5,815,293)
Discontinued Operations:
Net loss attributable to noncontrolling interests from operations		64,964			4,503
Income (loss) from discontinued operations (including gain on sale of properties and minority interest) (Note 14)		3,092,914			(6,832,351	)
Net loss attributable to noncontrolling interests from discontinued operations		9,869,135			916,441
Net loss	$	(4,894,349	)		(10,467,870	)
Net loss attributable to noncontrolling interests		9,934,099			920,944
Loss from operations – limited partners	$	(7,907,390	)	$	(3,599,164	)
Net loss attributable to Independence Tax Credit Plus L.P.	$	(8,062,318	)	$	(4,894,349	)
Income (loss) from discontinued operations (including gain on sale of properties and minority interest) – limited partners		3,061,985			(6,764,027	)
Loss from operations – limited partners	$	(6,962,314	)	$	(3,065,909	)
Net loss – limited partners	$	(4,845,405	)	$	(10,363,191	)
Loss from discontinued operations (including (loss) gain on sale of properties) – limited partners		(1,019,381	)		(1,779,496	)
Net loss – limited partners	$	(7,981,695	)	$	(4,845,405	)
Number of BACs outstanding		76,786			76,786
Loss from operations per BAC	$	(102.98	)	$	(46.87	)
Loss from operations per weighted average BAC	$	(90.67	)	$	(39.93	)
Income (loss) from discontinued operations (including gain on sale of properties and minority interest) – per BAC		39.88			(88.09	)
Loss from discontinued operations per weighted average BAC		(13.28	)		(23.17	)
Net loss per BAC	$	(63.10	)	$	(134.96	)
Net loss per weighted average BAC	$	(103.95	)	$	(63.10	)
*Reclassified for comparative purposes. See accompanying notes to consolidated financial statements.

-* ~~48 -~~Reclassified for comparative purpose. See accompanying notes to consolidated financial statements.

- 40 -

INDEPENDENCE TAX CREDIT PLUS L.P.

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS’ CAPITAL (DEFICIT)

	Total			Limited Partners			General Partner			Noncontrolling Interests
Partners’ capital (deficit) – April 1, 2006	$	467,915		$	1,146,110		$	(678,195	)
Partner’s capital (deficit) – April 1, 2008	$	(11,971,902	)	$	(15,424,134	)	$	(837,446	)	$	4,289,678
Net loss		(65,~~269~~815,~~750~~293	)		(64,~~207~~845,~~053~~405	)		(6248,~~697~~944	)		(920,944	)
Partner’s capital (deficit) – March 31, 2007		(5,801,835	)		(5,060,943	)		(740,892	)
Contribution – write off of related party debt		511,127			0			59,450			451,677
Net loss		(10,467,870	)		(10,363,191	)		(104,679	)
Contribution – write off of partnership management fees related to sold properties		3,751,524			0			3,751,524			0
Contribution – write off of related party debt		8,125			0			8,125
Distributions		(263,534	)		0			0			(263,534	)
Partner’s capital (deficit) – March 31, 2008		(16,261,580	)		(15,424,134	)		(837,446	)
Partner’s capital (deficit) – March 31, 2009		(13,788,078	)		(20,269,539	)		2,924,584			3,556,877
Net loss		(417,~~894~~996,~~349~~417	)		(47,~~845~~981,~~405~~695	)		(4880,~~944~~623	)		(9,934,099	)
Contribution – write off of related party debt		59,450			0			59,450
Contribution – write-off of related party debt		10,795,392			0			0			10,795,392
Contribution – write off of partnership management fees related to sold properties		3,751,524			0			3,751,524
Contribution – write-off of partnership management fees related to sold properties		1,508,271			0			1,508,271			0
Partner’s capital (deficit) – March 31, 2009	$	(17,344,955	)	$	(20,269,539	)	$	2,924,584
Distributions		(204,425	)		0			0			(204,425	)
See accompanying notes to consolidated financial statements.
Partner’s capital (deficit) – March 31, 2010	$	(19,685,257	)	$	(28,251,234	)	$	4,352,232		$	4,213,745

-See ~~49 -~~accompanying notes to consolidated financial statements.

- 41 -

INDEPENDENCE TAX CREDIT PLUS L.P.

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

	Years Ended March 31,
	2009			2008
	2010			2009*
Cash flows from operating activities:
Net loss	$	(417,~~894~~996,~~349~~417	)	$	(105,~~467~~815,~~870~~293	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Gain on sale		(7,494,728	)		(2,508,563	)
Loss (gain) on sale		10,489,922			(7,494,728	)
Depreciation and amortization		31,~~180~~645,~~992~~430			53,~~420~~180,~~827~~992
Loss on impairment of fixed assets		9,706,033			6,360,000
Loss on impairment of properties		6,687,000			9,706,033
Minority interest in loss of subsidiaries		(920,944	)		(814,334	)
(Increase) decrease in assets:
Cash held in escrow		21,~~688~~194,~~444~~691			12,~~722~~688,~~698~~444
Other assets		(65774,~~510~~051	)		1(65,~~978,039~~510	)
Increase (decrease) in liabilities:
Accounts payable		98(209,~~672~~569	)		(198,~~856,642~~672	)
Accrued interest payable		~~407~~1,~~777~~024,549			~~999~~407,~~244~~777
Security deposit payable		(2243,~~241~~985	)		72(22,~~456~~241	)
Due to local general partners and affiliates		~~(819~~193,~~536~~980	)		1(819,~~172,756~~536	)
Due to general partner and affiliates		(~~336~~3,~~084~~851,981	)		(2336,~~482,135~~084	)
Total adjustments		616,~~422~~355,~~875~~986			107,~~064~~343,~~346~~819
Net cash provided by (used in) operating activities		1,528,526			(403,524	)
Net cash (used in) provided by operating activities		(1,640,431	)		1,528,526
Cash flows from investing activities:
Proceeds from sales		910,~~605~~922,~~431~~000			79,~~164~~605,~~093~~431
Cost related to sales		(53307,~~194~~918	)		(~~155~~53,~~803~~194	)
Acquisition of property and equipment		(1823,~~414,288~~743	)		(1,~~211~~414,~~078~~288	)
(Increase) decrease in cash held in escrow		(2,942,866	)		482,008
Decrease (increase) in cash held in escrow		427,898			(2,942,866	)
Increase in due to local general partners and affiliates		1,504,855			862,115
(Decrease) increase in due to local general partners and affiliates		(765,532	)		1,504,855
Net cash provided by investing activities		69,~~699~~452,~~938~~705			76,~~141~~699,~~335~~938
Cash flows from financing activities:
Increase in deferred costs		0(6,582	)		~~(25,736~~0	)
Repayments of mortgage notes		(711,~~497~~453,~~888~~552	)		(47,~~292~~497,~~442~~888	)
Increase (decrease) in due to local general partners and affiliates		411,137			(52,377	)
(Decrease) increase in due to local general partners and affiliates		(19,102	)		411,137
Decrease in capitalization of consolidated subsidiaries attributable to minority interest		(263,533	)		(325,571	)
Decrease in capitalization of consolidated subsidiaries attributable to noncontrolling interest		(5,025	)		(263,533	)
Net cash used in financing activities		(711,~~350~~484,~~284~~261	)		(47,~~696~~350,~~126~~284	)
Net increase in cash and cash equivalents		878,180			2,041,685
Net (decrease) increase in cash and cash equivalents		(3,671,987	)		878,180
Cash and cash equivalents at beginning of year		45,~~413~~292,~~853~~033			24,~~372~~413,~~168~~853
Cash and cash equivalents at end of year*	$	5,292,033		$	4,413,853
Cash and cash equivalents at end of year**	$	1,620,046		$	5,292,033
Supplemental disclosure of cash flows information:
Cash paid during the year for interest	$	21,~~753~~557,~~554~~713		$	32,~~608~~753,~~868~~554

* Reclassified for comparative purposes. ** Cash and cash equivalents, end of year, for the years ended March 31, ~~2009~~2010 and ~~2008~~2009, includes cash and cash equivalents from discontinued operations of $3818,~~131~~806 and $~~357~~38,~~703~~131, respectively. ~~See accompanying notes to consolidated financial statements.~~

- 50 42 -

INDEPENDENCE TAX CREDIT PLUS L.P.

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

	Years Ended March 31,
	2009			2008
	2010			2009
Summarized below are the components of the gain on sale of investments and properties:
Proceeds from sale of investments and properties – net	$	(910,~~552~~614,~~237~~082	)	$	(79,~~008~~552,~~290~~237	)
Decrease in property and equipment, net of accumulated depreciation		2126,~~922~~195,~~479~~736			1521,~~174~~922,~~776~~479
Decrease in cash held in escrow		41,~~846~~679,~~860~~214			~~578~~4,~~513~~846,860
Decrease in prepaid expenses and other assets		~~443~~1,~~570~~196,142			~~242~~443,~~599~~570
Decrease in deferred costs		~~336~~1,~~369~~555			~~233~~336,~~874~~369
Decrease in mortgage notes payable		(235,~~358~~435,~~373~~198	)		(923,~~848~~358,~~904~~373	)
Decrease in accounts payable and other liabilities		(~~438~~2,~~576~~333,356	)		(~~733~~438,~~250~~576	)
Decrease in accrued interest payable		(1104,~~079,733~~261	)		(101,~~999~~079,733	)
Decrease in security deposits payable		(~~350~~40,~~230~~107	)		(~~188~~350,~~068~~230	)
Increase (decrease) in due to general partners and affiliates		599,991			(16,875	)
(Decrease) increase in due to general partners and affiliates		(32,500	)		599,991
Decrease in due to local general partners and affiliate		(110,~~375~~619,~~975~~213	)		(1,~~126~~375,~~467~~975	)
Increase in capitalization of consolidated subsidiaries attributable to minority interest		451,677			186,403
Increase in capitalization of consolidated subsidiaries attributable to noncontrolling interest		10,595,992			451,677
Contribution from write-off of related party debt		~~59,450~~0			859,~~125~~450
Supplemental disclosures of non-cash investing and financing activities:
Contribution from write-off of partnership management fees related to sold properties	$	31,~~751~~508,~~524~~271		$	03,751,524

-* ~~51 -~~Reclassified for comparative purposes.

**	Cash and cash equivalents, end of year, for the years ended March 31, 2010 and 2009, includes cash and cash equivalents from discontinued operations of $18,806 and $38,131, respectively.

See accompanying notes to consolidated financial statements.

- 43 -

INDEPENDENCE TAX CREDIT PLUS L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, ~~2009~~ 2010

NOTE 1 – General

Independence Tax Credit Plus L.P. (the “Partnership”), a Delaware limited partnership, was organized on November 7, 1990, but had no activity until May 31, 1991 (which date is considered to be inception for financial accounting purposes) and commenced its public offering on July 1, 1991. The general partner of the Partnership is Related Independence Associates L.P., a Delaware limited partnership (the “General Partner”). The general partner of the General Partner is ~~Related~~ Independence Associates ~~Inc~~GP LLC., a Delaware corporation ~~(“RIAI”)~~. The ultimate parent of the General Partner is Centerline Holding Company (“Centerline”).

The Partnership’s business is to invest as a limited partner in other partnerships (“Local Partnerships,” “subsidiaries” or “subsidiary partnerships”) that own leveraged apartment complexes (“Apartment Complexes”) that are eligible for the low-income housing tax credit (“Tax Credit”) enacted in the Tax Reform Act of 1986, some of which may also be eligible for the historic rehabilitation tax credit. Qualified Beneficial Assignment Certificates (“BACs”) holders are entitled to Tax Credits over the period of the Partnership’s entitlement to claim Tax Credits (for each Property, generally ten years from the date of investment or, if later, the date the Property is placed in service; referred to herein as the “Credit Period”) with respect to each Apartment Complex.

The Partnership is currently in the process of ~~disposing~~developing a plan to dispose all of its investments. As of March 31, ~~2009~~2010, the Partnership has disposed of ~~sixteen~~ eighteen of the twenty-eight original Properties. During the year ended March 31, ~~2009~~2010, one Local Partnership sold its property and the related assets and liabilities and the Partnership sold its limited partnership ~~interests~~ interest in ~~nine~~one Local ~~Partnerships~~Partnership. Through March 31, ~~2009~~2010, ~~three~~ four Local Partnerships have sold their property and the related assets and liabilities, the Partnership has sold its limited partnership ~~interests~~interest in ~~twelve~~ thirteen Local Partnerships and one Local Partnership has transferred the deed to the property and related assets and liabilities of such Local Partnership (see Note 10). In addition, as of March 31, ~~2009~~2010, ~~three~~two Local Partnerships entered into agreements to sell their property and the related assets and liabilities (see Note 11).

The Partnership was authorized to issue a total of 200,000 BACs which were registered with the Securities and Exchange Commission for sale to the public. Each BAC represents all of the economic and virtually all of the ownership rights attributable to a limited partnership interest. As of March 31, ~~2009~~2010, the Partnership had raised a total of $76,786,000 representing 76,786 BACs and no further issuance of BACs is anticipated.

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 Partner.

NOTE 2 - – Summary of Significant Accounting Policies

a) Basis of Accounting

For financial reporting purposes the Partnership’s fiscal year ends on March 31. All subsidiaries have fiscal years ending December 31. Accounts of the subsidiaries have been adjusted for intercompany transactions from January 1 through March 31. The Partnership’s fiscal year ends March 31 in order to allow adequate time for the subsidiaries’ financial statements to be prepared and consolidated. The books and records of the Partnership are maintained on the accrual basis of accounting, in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

b) Basis of Consolidation

The consolidated financial statements include the accounts of the Partnership and ~~twenty-three~~ ~~subsidiary~~thirteen ~~partnerships~~(2009 inFiscal ~~which~~Year) ~~the~~and ~~Partnership~~twenty isfour ~~a limited partner~~ (~~including~~2008 ~~the~~Fiscal Year) subsidiary ~~partnership~~partnerships in which the Partnership ~~sold~~is ~~its~~ a limited ~~partnership interest)~~partner. Through the rights of the Partnership and/or an affiliate of the General Partner, which affiliate has a contractual obligation to act on behalf of the Partnership, to remove the general partner of the subsidiary local partnerships and to approve certain major operating and financial decisions, the Partnership has a controlling financial interest in the subsidiary local partnerships. All intercompany accounts and transactions with the subsidiary partnerships have been eliminated in consolidation.

The Partnership has adopted FASB Accounting Standards Codification (“ASC”) Topic 810, Noncontrolling Interests in Consolidated Financial Statements (“ASC 810”), which is effective for fiscal year ends beginning after December 15, 2008. In accordance with ASC 810, losses attributable to noncontrolling interests amounted to approximately $9,934,000 for the year ended March 31, 2010. Prior to the adoption of this ASC, losses attributable to noncontrolling interests which exceeded the noncontrolling interests’ investment in a subsidiary partnership were charged to the Partnership. Such losses aggregated approximately $27,000 for the year ended March 31, 2009. Increases (decreases) in the capitalization of consolidated subsidiaries attributable to ~~minority~~ noncontrolling interest arise from cash contributions from and cash distributions~~, respectively,~~ to the ~~minority~~noncontrolling interest partners. The Partnership’s investment in each subsidiary is equal to the respective subsidiary’s partners’ equity less noncontrolling interest capital, if any.

Losses attributable to minority interest which exceed the minority interests’ investment in a subsidiary have been charged to the Partnership. Such losses aggregated approximately $27,000 and $80,000 for the years ended March 31, 2009 and 2008, respectively (the 2008 and 2007 Fiscal Years, respectively). The Partnership’s investment in each subsidiary is equal to the respective subsidiary’s partners’ equity less minority interest capital, if any. In consolidation, all subsidiary partnership losses are included in the Partnership’s capital account except for losses allocated to minority interest capital.

c) 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.

- 52 44 -

INDEPENDENCE TAX CREDIT PLUS L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, ~~2009~~ 2010

d) Property ~~and~~ ~~equipment to be held~~ and used are carried at cost which includes the purchase price, acquisition fees and expenses, construction period interest and any other costs incurred in acquiring the properties. The cost of property and equipment is depreciated over their estimated useful lives using accelerated and straight-line methods. Expenditures for repairs and maintenance are charged to expense as incurred; major renewals and betterments are capitalized. At the time property and equipment are retired or otherwise disposed of, the cost and accumulated depreciation are eliminated from the assets and accumulated depreciation accounts and the profit or loss on such disposition is reflected in earnings. The Partnership complies with Statement of Financial Accounting Standards No. 144 (“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 is below depreciated cost. At that time, property investments themselves are reduced to estimated fair value (generally using discounted cash flows) when the property is considered to be impaired and the depreciated cost exceeds estimated fair value.Equipment

AtProperty ~~the time~~and ~~management~~equipment ~~commits~~ to abe ~~plan~~held toand ~~dispose~~used ofare ~~assets,~~carried ~~said~~at ~~assets~~cost ~~are~~which ~~adjusted to~~includes the ~~lower~~purchase ofprice, ~~carrying~~acquisition ~~amount~~fees orand ~~fair~~expenses, ~~value~~construction ~~less~~period interest and any other costs toincurred ~~sell.~~in ~~These~~acquiring ~~assets are~~the ~~classified~~properties. asThe cost of property and equipment is depreciated over their estimated useful lives using accelerated and straight-~~held~~line methods. Expenditures for ~~sale~~repairs and maintenance are ~~not depreciated~~charged to expense as incurred; major renewals and betterments are capitalized. ~~Property~~ At the time property and equipment ~~that~~ are ~~held~~retired ~~for~~or ~~sale~~otherwise disposed of, the cost and accumulated depreciation are ~~included~~ eliminated from the assets and accumulated depreciation accounts and the profit or loss on such disposition is reflected in ~~discontinued~~earnings. ~~operations~~The Partnership complies with ASC 360, Property, Plant and Equipment (“ASC 360”). ~~There~~ ~~are~~A ~~three~~loss on impairment of assets ~~classified~~ asis ~~property~~recorded ~~and~~when ~~equipment-held~~management ~~for~~estimates ~~sale~~amounts asrecoverable through future operations and sale of ~~March~~the 31property on an undiscounted basis is below depreciated cost. At that time, ~~2009~~property investments themselves are reduced to estimated fair value (~~see Note~~generally 11using discounted cash flows) when the property is considered to be impaired and the depreciated cost exceeds estimated fair value.

~~During~~ At the ~~year~~time ~~ended~~management ~~March~~commits ~~31,~~to ~~2009~~a ~~and~~plan ~~2008~~to dispose of assets, said assets are adjusted to the ~~Partnership~~lower ~~recorded~~of ~~approximately $9,706,000~~carrying ~~and~~amount ~~$6,360,000,~~or ~~respectively,~~fair asvalue anless ~~aggregate~~costs ~~loss~~to onsell. ~~impairment~~These of assets are classified as property and equipment-held for sale and are not depreciated. ~~Through~~Property ~~March~~and ~~31,~~equipment ~~2009,~~that ~~the~~are ~~Partnership~~held ~~has~~for ~~recorded approximately~~sale ~~$17,731,000~~are included in discontinued operations. There are two assets classified as anproperty ~~aggregate~~and ~~loss~~equipment-held onfor ~~impairment~~sale as of ~~assets~~March ~~or reduction~~31, to2010 ~~estimated~~(see ~~fair~~Note ~~value~~11).

During the year ended March 31, 2010 and 2009, the Partnership recorded approximately $6,687,000 and $9,706,000, respectively, as an aggregate loss on impairment of assets. Through March 31, 2010, the Partnership has recorded approximately $24,418,000 as an aggregate loss on impairment of assets or reduction to estimated fair value.

e) Income Taxes

The Partnership’s management have analyzed the Partnership’s tax positions and concluded that no liability for unrecognized tax benefits should be recorded for position taken on returns filed for open tax years. As of and during the year ended March 31, 2010, the Partnership did not have a liability for any unrecognized tax benefits or related interest and penalties. Such related interest and penalties, if any, would be included in general and administrative expense.

The Partnership relies on a 2% safe harbor established by an Internal Revenue Service (“IRS”) regulation to avoid being characterized as a “publicly-traded partnership” that is taxed as a corporation.

In the normal course of business the Partnership or one of its subsidiaries is subject to examination by federal, state and local jurisdictions in which it operates where applicable. At March 31, 2010, the tax year that remain subject to examination by the major tax jurisdictions under the statute of limitations is from the year 2006 forward.

f) 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 from operations include the following amounts at both the Partnership and Local Partnership level:

	Years Ended March 31,
	2009		2008*
	2010			2009*
Interest	$	8224,~~988~~870	$	~~85,110~~$	82,893
Other		6481,~~564~~829		~~69,646~~	59,175
Total other revenue	$	~~147~~106,~~552~~699	$	~~154,756~~$	142,068

~~Other revenues~~- ~~from~~45 ~~discontinued operations from operations include the following amounts at both the Partnership and Local Partnership level:~~-

	Years Ended March 31,
	2009		2008*
Interest	$	86,830	$	191,960
Other		850,807		629,244
Total other revenue	$	937,637	$	821,204
* Reclassified for comparative purposes.

- 53 -

INDEPENDENCE TAX CREDIT PLUS L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, ~~2009~~ 2010

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

	Years Ended March 31,
	2010		2009*

Interest	$	10,330	$	86,925
Grant revenue (i)		1,200,936		690,125
Other		97,598		166,071
Total other revenue	$	1,308,864	$	943,121
* Reclassified for comparative purposes.
(i) Opa-Locka received a Housing Development Grant (“HDG”) through Miami-Dade County for a total of $1,891,061. $1,391,000 of the funds were to be provided by FEMA, and $500,000 by Miami-Dade County as the project was completed. The funds were to be used to modify the site to help mitigate future damage from possible floods mostly due to hurricanes. Completion of the project occurred during 2009. During the years ended December 31, 2009 and 2008, the property recognized as income $1,200,936 and $690,125, respectively, of the funds in connection with the grant. In total, Opa-Locka has received $841,625 of the funds from FEMA leaving a balance due of $1,049,436. As of December 31, 2009, Opa-Locka had capitalized and placed in service $1,891,061 related to these improvements.

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.

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.

ji) Recent Accounting Pronouncements

- 46 -

INDEPENDENCE TAX CREDIT PLUS L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2010

In June 2009, the FASB issued ASC 105-10 (formerly SFAS No. 168), The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles. The objective of this statement is to replace SFAS No. 162 and to establish the FASB Accounting Standards Codification as the source of the authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with GAAP. The rules and interpretive releases of the SEC under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. This statement shall be effective for financial statements issued for interim and annual periods ending after September 15, 2009 and was adopted by the Partnership for its second quarter reporting. The adoption did not have a significant impact on the reporting of our financial position, results of operations or cash flows.

In June 2009, the FASB issued under ASC Topic 810-Consolidation, SFAS No. 167, an amendment to FASB Interpretation 46(R), “Consolidation of Variable Interest Entities.” The statement requires an entity to perform an analysis to determine whether the entity’s variable interest give it a controlling financial interest in a variable interest entity by rationalizing characteristics that would give it power to direct the activities of a variable interest entity and the obligation to absorb losses or the right to receive benefits from the entity that could potentially be significant to the variable interest entity. The statement is effective for years beginning after November 15, 2009 and is not expected to have a material effect on the Partnership’s consolidated financial statements.

In June 2009, the FASB issued under ASC Topic 860 – Transfers and Servicing, SFAS No. 166, “Accounting for Transfers of Financial Assets”, an amendment to SFAS No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishment of Liabilities.” The statement defines the term “participating interest” to establish specific conditions for reporting a transfer of financial assets as a sale and improves financial reporting by eliminating (a) the exception for qualifying special-purpose entities from consolidation guidance and (b) the exception that permitted sale accounting for certain mortgage securitizations when a transferor has not surrendered control over the transferred financial assets. The statement is effective for annual reports for years beginning after November 15, 2009 and is not expected to have a material effect on the Partnership’s consolidated financial statements.

NOTE 3 – Fair Value of Financial Instruments

The following methods and assumptions were used to estimate the fair value of each class of financial instruments (all of which are held for nontrading purposes) for which it is practicable to estimate that value:

Cash and Cash Equivalents, Investments Available-for-Sale and Cash Held in Escrow

The carrying amount approximates fair value.

Mortgage Notes Payable

~~During the~~The ~~first~~Partnership ~~quarter of 2008, we~~ adopted ~~the~~FASB ~~provisions~~ASC ~~required~~820 by– ~~SFAS~~“Fair ~~No.~~Value ~~157 relating~~Measurements” tofor financial assets and liabilities. ~~SFAS~~ASC ~~No.~~820 ~~157~~ defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. ~~SFAS~~ASC ~~No.~~820 ~~157~~ applies to reported balances that are required or permitted to be measured at fair value under existing accounting pronouncements; accordingly, the standard does not require any new fair value measurements of reported balances.

As permitted, we chose not to elect the fair value option as prescribed by FASB ~~SFAS~~ ~~No.~~ASC ~~159,~~825 ~~“The~~– ~~Fair Value Option for~~ “Financial ~~Assets and Financial Liabilities~~Instruments” – Including an Amendment of ~~FASB~~ASC ~~Statement~~320 ~~No.~~– ~~115~~“Investments – Debt and Equity Securities”, for our financial assets and liabilities that had not been previously carried at fair value. Therefore, we did not elect to fair value any additional items under ~~SFAS~~ASC No825. ~~159.~~

The estimated fair value of financial instruments has been determined using available market information or other appropriate valuation methodologies. However, considerable judgment is required in interpreting market data to develop estimates of fair value. Consequently, the estimates are not necessarily indicative of the amounts that could be realized or would be paid in a current market exchange. The following are financial instruments for which the Partnership’s estimate of fair value differs from the carrying amounts:

At March 31, 2009

At March 31, 2008

At March 31, 2010

At March 31, 2009

Carrying Amount

Fair Estimated Value

Carrying Amount

Fair Estimated Value

LIABILITIES:

Mortgage notes

3923,~~954~~065,~~355~~605

3919,~~954~~275,~~355~~709

7039,~~810~~954,~~616~~355

6937,~~979~~186,~~454~~773

-For ~~54 -~~the mortgage notes, fair value is calculated using present value cash flow models based on a discount rate. It was determined that the Tender Option Bond market, through which these bonds have been securitized in the past, continued to see a dramatic slowdown with limited liquidity and significantly reduced transaction levels. To assist in valuing these notes, the Partnership held separate discussions with various third party investment banks who are leaders in the municipal bond business. The discussions produced assumptions that were based on market conditions as well as the credit quality of the underlying property partnerships, which held the mortgage notes, to determine what discount rates to utilize.

- 47 -

INDEPENDENCE TAX CREDIT PLUS L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, ~~2009~~ 2010

NOTE 4 – Property and Equipment

The components of property and equipment from operations are as follows:

	March 31,						Estimated Useful Lives (Years)
	2009			2008
	2010			2009
Land	$	2,~~470~~434,~~944~~199		$	42,~~717~~470,~~143~~944		-
Building and improvements		4035,~~984~~182,~~897~~541			~~132~~40,~~103~~984,~~886~~897		15-40
Furniture and fixtures		1,~~552~~598,~~462~~432			31,~~356~~552,~~074~~462		3-10
		45,008,303			140,177,103
		39,215,172			45,008,303
Less: Accumulated depreciation		(2223,~~315~~567,~~148~~229	)		(6122,~~526~~315,~~197~~148	)
	$	2215,~~693~~647,~~155~~943		$	7822,~~650~~693,~~906~~155

The initial cost to the Partnership, as shown in Schedule III in Item 15 includes approximately $4,500,000 of acquisition fees paid to the General Partner and $1,057,104 of acquisition expenses.

In connection with the rehabilitation of the properties, the subsidiary partnerships have incurred developer’s fees of approximately $14,500,000 to the Local General Partners and affiliates, net of approximately $979,000 earned by the Partnership. Such fees were included in the cost of property and equipment.

Depreciation expense for the years ended March 31, ~~2009~~2010 and ~~2008~~2009 amounted to $1,~~615~~393,~~050~~715 and $1,~~600~~372,~~597~~412, respectively.

During the years ended March 31, 2009 and 2008, there were write-offs of accumulated depreciation in the amounts of $24,461,998 and $10,966,585, which were related to the discontinued assets.

The components of property and equipment from discontinued operations are as follows:

	March 31,						Estimated Useful Lives (Years)
	2009			2008
	2010			2009
Land	$	1377,~~097,362~~296		$	~~777~~1,~~006~~097,362		-
Building and improvements		484,~~908~~278,~~038~~327			1448,~~344~~908,~~435~~038		15-40
Furniture and fixtures		~~825~~189,~~306~~667			~~499~~825,~~959~~306		3-10
		50,830,706			15,621,400
		4,845,290			50,830,706
Less: Accumulated depreciation		(212,~~815~~238,~~503~~886	)		(921,~~242~~815,~~996~~503	)
	$	292,~~015~~606,~~203~~404		$	629,~~378~~015,~~404~~203

Depreciation expense for the discontinued property and equipment for the years ended March 31, ~~2009~~2010 and ~~2008~~2009 amounted to $1,~~491,675~~304 and $31,~~682~~734,~~969~~313, respectively.

~~Impairment~~During the years ended March 31, 2010 and 2009, there were write-offs of ~~property~~ accumulated depreciation in the amounts of $19,719,554 and $24,461,998, which were related to the discontinued assets.

~~During the~~Impairment ~~year ended March 31, 2009, in accordance with SFAS No. 144, Landreth Venture (“Landreth”) deemed the building impaired and wrote it down to its fair value~~ of ~~approximately~~ $592,000, which resulted in a loss on impairment of approximately $2,999,000 (consisting of approximately $5,184,000 of fixed assets and approximately $2,185,000 of accumulated depreciation). Fair value was obtained from an assessment made by the management after indications that the remaining cost of its rental property will not be recovered through normal operations evidenced by a history of net operating losses over the past few years.Properties

During the ~~years~~year ended March 31, ~~2009~~2010, ~~and~~the ~~2008,~~Partnership performed a fair value analysis on all of its remaining investments due to the current deteriorating market conditions in ~~accordance~~the ~~with~~real ~~SFAS~~estate Noindustry. Impairment ~~144~~of assets is a two-step process. First, ~~the Partnership~~management ~~deemed~~estimated ~~the~~amounts ~~building~~recoverable through future operations and sale of ~~Bethel~~the ~~Villa~~Property ~~Associates~~on an undiscounted basis. If such estimates were below depreciated cost, Property investments themselves were reduced to estimated fair value (~~“Bethel~~generally ~~Villa”~~using the discounted cash flow valuation method) ~~impaired~~. Each ~~and~~Local ~~wrote~~Partnership itmust ~~down~~continue to comply with its ~~fair~~Tax ~~value,~~Credit ~~which~~requirements ~~resulted~~until the end of the Compliance Period in aorder ~~loss~~to ~~on impairment~~avoid recapture of ~~$720~~the Tax Credits. Therefore,~~000~~ ~~and~~a $5~~,000,000,~~-year ~~respectively.~~cash ~~Fair~~flow ~~value~~projection was ~~obtained from~~used, as this period is indicative of the ~~contracted~~average ~~sales~~holding ~~price~~period ~~(see~~left ~~Note~~of ~~10)~~the remaining investments. A ~~Bethel~~net ~~Villa~~operating ~~entered~~income ~~into~~projection was prepared to calculate a ~~contract~~ ~~for~~residual ~~sale~~value ~~during~~at the end of the 5-year ~~ended~~period. ~~March~~Based 31on this analysis, ~~2008~~the ~~and~~Partnership ~~was~~deemed ~~sold~~the ~~during~~properties of the ~~year~~ ~~ended~~below ~~March~~Local 31Partnerships impaired and wrote them down to their estimated fair values which resulted in $6,687,000 ~~2009~~of losses on impairment in the current year.

- 55 48 -

INDEPENDENCE TAX CREDIT PLUS L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, ~~2009~~ 2010

Impairments recorded for the year ended March 31, 2010 were as follows:

During the year ended March 31, 2009, in accordance with SFAS No. 144, Cloisters L. P. II (“Cloisters”) deemed the building impaired and wrote it down to its fair value of approximately $674,000, which resulted in a loss on impairment of approximately $5,187,000 (consisting of approximately $8,846,000 of fixed assets and approximately $3,659,000 of accumulated depreciation). Fair value was obtained from an assessment made by the management after indications that the remaining cost of its rental property will not be recovered through normal operations evidenced by a history of net operating losses over the past few years.

Arlington-Rodeo Properties	$	2,666,000
Chester Renaissance Associates		1,104,000
Milford Crossings Associates		1,310,000
	$	5,080,000

~~During the~~Impairments ~~year~~recorded ~~ended~~relating ~~March~~to ~~31,~~discontinued ~~2008,~~operations infor ~~accordance with SFAS No. 144,~~ the ~~Partnership deemed~~year ~~the~~ended ~~building~~March ~~of Landreth Venture (“Landreth”) impaired and wrote it down to its fair value~~31, ~~which~~2010 ~~resulted~~were inas ~~a loss on impairment of $730,000. Fair value was obtained from the contracted sales price (see Note 10).~~follows:

~~During the~~Homestead ~~year~~Apartments ~~ended~~II ~~March 31, 2008, in accordance with SFAS No~~Ltd. ~~144,~~$ ~~the Partnership deemed the building of Susquehanna Partners (“Susquehanna”) impaired and wrote it down to its fair value~~1, ~~which resulted in a loss on impairment of $630~~607,000~~. Fair value was obtained from the contracted sales price (see Note 10).~~

Impairments recorded relating to discontinued operations for the year ended March 31, 2009 were as follows:

Landreth Venture	$	2,999,000
Bethel Villa Associates		720,000
Plainsboro Housing Partners L.P.		800,000
Cloisters L.P. II		5,187,000
	$	9,706,000

NOTE 5 – Cash Held in Escrow

Cash held in escrow consists of the following:

	March 31,
	2009		2008
	2010			2009
Real estate taxes, insurance and other	$	~~434~~424,~~600~~071	$	~~2,930,927~~$	434,600
Reserve for replacements		1,~~398~~595,~~684~~138		~~3,640,467~~	1,398,684
Tenant security deposits		~~172~~159,~~572~~533		~~569,306~~	172,572
	$	2,~~005~~178,~~856~~742	$	~~7,140,700~~$	2,005,856

Cash held in escrow included in the discontinued assets consists of the following:

	March 31,
	2009		2008
	2010			2009
Real estate taxes, insurance and other	$	224,~~214,019~~873	$	~~2,386,962~~$	2,214,019
Reserve for replacements		~~1,126,310~~0		~~433,795~~	1,126,310
Tenant security deposits		~~230~~71,~~893~~660		~~208,059~~	230,893
	$	396,~~571,222~~533	$	~~3,028,816~~$	3,571,222

NOTE 6 – Deferred Costs

The components of deferred costs and their periods of amortization from operations are as follows:

	March 31,						~~Period~~
	2009			2008
	2010				2009			Period
Financing expenses	$	469,039		$	~~1,940,437~~$	469,039	*		*
Less: Accumulated amortization		(~~269~~281,~~495~~545	)		~~(1,284,026~~	)(269,495	)
	$	~~199~~187,~~544~~494		$	~~656,411~~$	199,544

~~Amortization expense~~- ~~from~~49 operations for the years ended March 31, 2009 and 2008 amounted to $12,965 and $12,966, respectively. During the years ended March 31, 2009 and 2008, deferred costs of $1,289,092 and $318,332 were written off due to discontinued assets. In addition, during the year ended March 31, 2009 and 2008, $952,723 and $110,194 of accumulated amortization was written off due to discontinued assets.-

- 56 -

INDEPENDENCE TAX CREDIT PLUS L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, ~~2009~~ 2010

Amortization expense from operations for the years ended March 31, 2010 and 2009 amounted to $12,050 and $12,965, respectively.

The discontinued assets components of deferred costs and their periods of amortization are as follows:

	March 31,						~~Period~~
	2009			2008
	2010				2009			Period
Financing expenses	$	194,~~106,847~~797		$	~~924,541~~$	1,106,847	*		*
Less: Accumulated amortization		(~~868~~90,~~985~~269	)		~~(732,911~~	)(868,985	)
	$	~~237~~4,~~862~~528		$	~~191,630~~$	237,862
* Over the life of the respective mortgages.

Amortization expense from discontinued operations for the years ended March 31, ~~2009~~2010 and ~~2008~~ 2009 amounted to $61238,~~301~~361 and $~~124~~61,~~295~~301, respectively.

During the years ended March 31, 2010 and 2009, there were write-offs of deferred costs of $1,018,632 and $1,289,092 and accumulated amortization of $1,017,077 and $952,723, respectively, which were related to discontinued assets.

NOTE 7 – Mortgage Notes Payable

The mortgage notes from operations are payable in aggregate monthly installments of approximately $109,000, including principal and interest at rates varying from 1% to 87.9% per annum, through the year 2048. Each subsidiary partnership’s mortgage note payable is collateralized by the land and buildings of the respective subsidiary partnership, the assignment of certain subsidiary partnership’s rents and leases, and is without further recourse.

Certain mortgage notes with balances aggregating $4,~~560~~380,000 and $134,~~092~~560,000 at December 31, ~~2008~~2009 and ~~2007~~2008, respectively, which bear interest at rates ranging from 72.50% to 95.4% per annum, were eligible for interest rate subsidies. Accordingly, the subsidiary partnerships paid only that portion of the monthly payments that would be required if the interest rate was 1% and the balance was subsidized under Sections 236 and 551(b) of the National Housing Act.

Annual principal payment requirements on the mortgage notes from operations, as of March 31, ~~2009~~2010, for each of the next five fiscal years and thereafter, are as follows:

Fiscal Year	Amount
2009	$	758,369
2010	$	805,172
2010		805,172
2011		854,865
2011		854,665
2012		2,768,977
2012		984,337
2013		1,510,065
2013		374,653
2014		372,986
Thereafter		1613,~~928~~624,~~655~~186
	$	2019,~~705~~936,~~851~~251

Accrued interest payable as of March 31, ~~2009~~2010 and ~~2008~~2009 was approximately $1011,~~497~~601,000 and $1110,~~332~~497,000, respectively. Interest accrues on all mortgage loans, which include primary and secondary loans. Certain secondary loans have provisions such that interest is accrued but not payable until a future date. The Partnership anticipates the payment of accrued interest on the secondary loans (which make up the majority of the accrued interest payable amount and which have been accumulating since the Partnership’s investment in the respective Local Partnership) will be made from future refinancings or sales proceeds of the respective Local Partnerships.

The mortgage agreements from operations require monthly deposits to replacement reserves of approximately $37,000 and monthly deposits to escrow accounts for real estate taxes, hazard and mortgage insurance and other (Note 5).

The mortgage notes from discontinued operations are payable in aggregate monthly installments of approximately $~~219~~15,000, including principal and interest at rates varying from 5.17% to 9% per annum, through the year ~~2020~~2010. Each subsidiary partnership’s mortgage note payable is collateralized by the land and buildings of the respective subsidiary partnership, the assignment of certain subsidiary partnership’s rents and leases, and is without further recourse.

- 57 50 -

INDEPENDENCE TAX CREDIT PLUS L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, ~~2009~~ 2010

Annual principal payment requirements on the mortgage notes from discontinued operations, as of March 31, ~~2009~~2010, for each of the next five fiscal years and thereafter, are as follows:

Fiscal Year	Amount
2009	$	6,901,650
2010	$	3,129,354
2010		3,074,354
2011		0
2011		755,000
2012		0
2012		795,000
2013		0
2013		835,000
2014		0
Thereafter		~~6,887,500~~0
	$	193,~~248~~129,~~504~~354

Accrued interest payable from discontinued operations as of March 31, ~~2009~~2010 and ~~2008~~2009 was approximately $~~680~~497,000 and $~~517~~680,000, respectively. Interest accrues on all mortgage loans, which include primary and secondary loans. Certain secondary loans have provisions such that interest is accrued but not payable until a future date. The Partnership anticipates the payment of accrued interest on the secondary loans (which make up the majority of the accrued interest payable amount and which have been accumulating since the Partnership’s investment in the respective Local Partnership) will be made from future refinancings or sales proceeds of the respective Local Partnerships.

The mortgage agreements from discontinued operations require monthly deposits to replacement reserves of approximately $25,000 and monthly deposits to escrow accounts for real estate taxes, hazard and mortgage insurance and other (Note 5).

Creative Choice Homes II, Ltd. (“Opa-Locka”)

The first mortgage note dated November 3, 1993 in the original amount of $9,500,000 was payable to the Federal Home Loan Mortgage Corporation in monthly principal and interest installments with interest accrued at the rate of 8.81% per annum. At December 31, 2008, the outstanding balance of this note was $557,300 which was due in full on February 1, 2009. Opa-Locka has applied for an extension, but no refinancing arrangement has been completed as of the date of this report.

The second mortgage note dated February 1, 1994 in the original amount of $3,000,000 was payable to Florida Housing Finance Agency with interest rate of 7.03% per annum, of which 4.03% of interest was deferred and added back to principal. Payments of interest only at 3% were payable from cash flow on every June 30 through the maturity date of the note. At December 31, 2008, the outstanding balance of this note was $4,859,930 including deferred interest of $1,859,930. A balloon payment of principal and all accrued interest was due on March 24, 2009. Opa-Locka has applied for an extension, but no refinancing arrangement has been completed as of the date of this report.

The property is currently being actively marketed for sale and management is seeking a potential buyer (see Note11).

NOTE 8 – Related Party Transactions

An affiliate of the General Partner, Independence SLP L.P., has a 0.1% interest as a special limited partner in each of the Local Partnerships. An affiliate of the General Partner also has a minority interest in certain Local Partnerships.

As of March 31, 2009 and 2008, the Partnership owes an affiliate of the General Partner approximately $2,441,000 and $2,953,000, respectively, for operating advances. These advances are non-interest bearing and have no set repayment terms. The Partnership has advanced these monies to one Local Partnership to fund its operations.

A) Other Related Party Expenses

The General Partner and its affiliates perform services for the Partnership. The costs incurred from operations for the years ended March 31, ~~2009~~2010 and ~~2008~~2009 were as follows:

	Years Ended March 31,
	2009		2008*
	2010				2009	*
Partnership management fees (i)	$	~~742~~336,000	$	~~869,000~~$	742,000
Expense reimbursement (ii)		~~244~~166,~~875~~059		~~181,166~~	244,875
Local administrative fee (iv)		8,867		22,500
Local administrative fee (iii)		10,000			10,000
Total general and administrative - General Partner		995,742		1,072,666
Total general and administrative – General Partner		512,059			996,875
Property management fees incurred to affiliates of the Local General Partners (iii)		416,334		398,574
Property management fees incurred to affiliates of the Local General Partners		395,401			389,440
Total general and administrative - related parties	$	1,412,076	$	1,471,240
Total general and administrative – related parties	$	907,460		$	1,386,315

-The ~~58 -~~General Partner and its affiliates perform services for the Partnership. The cost incurred from discontinued operations for the years ended March 31, 2010 and 2009 were as follows:

	Years Ended March 31,
	2010			2009	*

Local administrative fee (iii)	$	12,500	$	27,117
Total general and administrative-General Partners		12,500		27,117
Property management fees incurred to affiliates of the Local General Partners		55,439		324,822
Total general and administrative-related parties	$	67,939	$	351,939
* Reclassified for comparative purposes.

(i)

The General Partner is 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. Subject to the foregoing limitation, the partnership management fee will be determined by the General Partner in its sole discretion based upon its review of the Partnership’s investments. Unpaid partnership management fees for any year are to be deferred without interest and will be payable out of sales or refinancing proceeds only to the extent of available funds after payments on all Partnership liabilities have been made other than to those owed to the General Partner and its affiliates, and after the Limited Partners have received a 10% return on their capital contributions. During the year ended March 31, 2010, management deemed the unpaid partnership management fees related to sold properties uncollectible and wrote off approximately $1,508,000, resulting in a non-cash General Partner contribution of the same amount. Partnership management fees owed to the General Partner amounting to approximately $4,555,000 and $6,219,000 were accrued and unpaid as of March 31, 2010 and 2009, respectively, and are included in the line item Due to general partners and affiliates on the consolidated balance sheets. Current year partnership management fees may be paid out of operating reserves or refinancing and sales proceeds. As such the General Partner cannot demand payment of the deferred fees except as noted above.

- 51 -

INDEPENDENCE TAX CREDIT PLUS L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, ~~2009~~ 2010

	Years Ended March 31,
	2009		2008*
Local administrative fee (iv)	$	28,250	$	32,000
Property management fees incurred to affiliates of the General Partners		0		181,607
Total general and administrative-General Partners		28,250		213,607
Property management fees incurred to affiliates of the Local General Partners (iii)		297,928		661,803
Total general and administrative-related parties	$	326,178	$	875,410
* Reclassified for comparative purposes.

(ii)

The Partnership reimburses the General Partner and its affiliates for actual Partnership operating expenses incurred by the General Partner and its affiliates on the Partnership’s behalf. The amount of reimbursement from the Partnership is limited by the provisions of the Partnership Agreement. Another affiliate of the General Partner performs asset monitoring for the Partnership. These services include site visits and evaluations of the subsidiary partnerships’ performance. The General Partner does not intend to demand payment of the deferred payables beyond the Partnership’s ability to pay them. The Partnership anticipates that these will be paid from working capital reserves or future sales proceeds. Expense reimbursements owed to the General Partners and its affiliates amounting to approximately $41,000 and $963,000 were accrued and unpaid as of March 31, 2010 and 2009, respectively.

(iiii) ~~The~~Independence ~~General~~SLP ~~Partner~~L.P. is entitled to receive a ~~partnership~~local ~~management~~administrative fee, ~~after payment~~ of ~~all~~up ~~partnership~~to ~~expenses~~$2,500 ~~which~~per ~~together~~year ~~with~~from ~~the~~each ~~local~~subsidiary ~~annual administrative fees will not exceed a maximum of 0~~partnership.5% ~~per~~As ~~annum~~ of ~~invested~~March ~~assets (as defined in the Partnership Agreement)~~31, ~~for~~2010 ~~administering~~and ~~the affairs of the Partnership. Subject to the foregoing limitation~~2009, the ~~partnership~~subsidiary ~~management~~partnerships ~~fee~~owed ~~will~~approximately ~~be determined by the General Partner in its sole discretion based upon its review of the Partnership’s investments. Unpaid partnership management fees for any year have been~~$154,000 and ~~will~~$256,000, ~~continue to be~~respectively, ~~accrued without interest and will be payable only to the extent~~ of ~~available~~these ~~funds~~fees ~~after the Partnership has made distributions~~ to ~~the~~Independence ~~limited~~SLP ~~partners of sale or refinancing proceeds equal to their original capital contributions plus a 10% priority return thereon (to the extent not theretofore paid out of cash flow)~~L.P. ~~During~~These ~~the year ended March 31, 2009, management deemed the unpaid partnership management~~ fees ~~related~~also tohave ~~sold~~been ~~properties~~deferred ~~uncollectible and wrote off approximately $3,752,000, resulting~~ in acertain ~~non-cash~~cases ~~General~~and ~~Partner contribution of~~ the ~~same amount.~~ Partnership ~~management~~anticipates ~~fees~~that ~~owed~~they towill ~~the~~be ~~General~~paid ~~Partner~~from ~~amounting~~working tocapital ~~approximately~~reserves ~~$6,219,000~~or ~~and~~future ~~$9,228,000~~sales ~~were accrued and unpaid as of March 31, 2009 and 2008, respectively~~proceeds.

~~(ii)~~As ~~The~~of ~~Partnership~~March ~~reimburses~~31, 2010, the ~~General~~Partnership ~~Partner~~owed ~~and~~$80,000 ~~its~~to ~~affiliates~~the ~~for~~Special ~~actual~~Limited ~~Partnership~~Partner ~~operating~~for ~~expenses~~the ~~incurred~~fees byit ~~the~~received ~~General~~from ~~Partner~~one ~~and~~Local ~~its~~Partnership ~~affiliates~~ on ~~the~~its ~~Partnership’s~~ behalf. As ~~The amount~~ of ~~reimbursement~~March ~~from~~31, ~~the~~2009, ~~Partnership is limited by~~ the ~~provisions of the~~ Partnership ~~Agreement.~~owed ~~Another~~an affiliate of the General Partner ~~performs~~approximately ~~asset~~$2,441,000 ~~monitoring~~ for ~~the~~operating ~~Partnership~~advances. These ~~services~~advances ~~include~~were ~~site~~non-interest ~~visits~~bearing and ~~evaluations~~had ofno ~~the~~set ~~subsidiary~~repayment ~~partnerships’ performance~~terms. ~~Expense~~The ~~reimbursements~~Partnership ~~owed~~advanced tothese ~~the~~monies ~~General~~to ~~Partners~~one ~~and~~Local ~~its~~Partnership ~~affiliates amounting~~ to ~~approximately~~fund ~~$963,000~~its ~~and~~operations. These ~~$1,825,000~~advances were ~~accrued~~repaid ~~and~~to ~~unpaid~~the asaffiliate ofduring ~~March~~the ~~31,~~year ~~2009~~ended ~~and~~March ~~2008~~31, ~~respectively~~2010.

~~(iii)~~As ~~Property~~of ~~management~~March ~~fees incurred by the subsidiary partnerships amounted to $1~~31,~~035,476~~ ~~and~~2010 $1and 2009,~~378,224~~ ~~for~~655 ~~the~~North ~~years~~Street ~~ended~~L.P. ~~March~~owed ~~31,~~an ~~2009~~affiliate ~~and~~of ~~2008,~~the ~~respectively.~~General OfPartner ~~these~~approximately ~~fees,~~ $~~714~~23,~~262~~000 and $126,~~060~~000,~~377~~ ~~were~~respectively, ~~incurred~~for toadvances ~~affiliates~~under of the ~~general~~Mark-to-Market ~~partners~~program. ofIn ~~the~~addition, ~~Local~~as ~~Partnerships~~of ~~(the~~March ~~“Local~~31, ~~General~~2009, ~~Partners”)~~Rolling ~~which~~Green ~~includes~~owed ~~$297,928~~an ~~and~~affiliate ~~$661,803~~ of ~~fees~~the ~~relating~~General toPartner ~~discontinued~~approximately ~~operations and~~ $~~0 and $181~~341,~~607~~000 ~~were~~for ~~incurred~~operating ~~to affiliates of the General Partner~~advances.

~~(iv~~B) Due ~~Independence SLP L.P. is entitled~~ to ~~receive~~Local aGeneral ~~local~~Partners ~~administrative~~and ~~fee of up to $2,500 per year from each subsidiary partnership.~~Affiliates

-Due ~~59 -~~to local general partners and affiliates included in operating liabilities consists of the following:

	March 31,
	2010		2009

Operating advances	$	237,183	$	165,038
Development fee payable		163,223		163,223
Long-term notes payable (i)		111,548		129,274
Accrued interest on long-term notes payable		7,718		9,094
Management and other fees		185,979		279,214
	$	705,651	$	745,843

(i) Long-term notes payable consist of the following:
655 North Street L.P. In December 2003, 655 North Street was refinanced as part of the mark-to-market program and the owner was required to make an additional investment. This capital recovery payment is payable over ten years with interest accruing at 7.5% per annum.	$	111,548	$	129,274

- 52 -

INDEPENDENCE TAX CREDIT PLUS L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, ~~2009~~ 2010

Due to local general partners and affiliates included in operating liabilities consists of the following:

	March 31,
	2009		2008
Operating advances (i)	$	165,038	$	1,497,761
Development fee payable		163,223		1,385,161
Long-term notes payable (ii)		129,274		1,474,672
Accrued interest on long-term notes payable		9,094		1,314,233
Management and other fees		279,214		738,441
Construction costs		0		6,087,870
	$	745,843	$	12,498,138
(i) Operating advances include the following loan:
Christine Apartments, L.P.	$	0	$	116,100
This loan was non-interest bearing and had no set repayment terms. The Partnership’s limited partnership interest in Christine Apartments was sold on December 31, 2008 (see Note 10).
(ii) Long-term notes payable consist of the following:
655 North Street L.P. In December 2003, 655 North Street was refinanced as part of the mark-to-market program and the owner was required to make an additional investment. This capital recovery payment is payable over ten years with interest accruing at 7.5% per annum.	$	129,274	$	160,988
Creative Choice Homes II, LTD.	$	0	$	979,770
The first note bears interest at 7% payable monthly. Principal on the loan is due and payable in full on December 31, 2009. No payments were made during the current year on this note. Delinquent principal payments as of December 31, 2008 amounted to $479,770, and thus, this note is technically in default. The second note bears interest at 12% payable monthly. Principal on the loan is due and payable in full on December 31, 2009. No payments were made during the current year on this note. Delinquent principal payments as of December 31, 2008 amounted to $500,000, and thus, this note is technically in default.
Plainsboro Housing Partners, L.P.	$	0	$	333,914
This loan accrued interest at a rate of 7.34% per annum on the outstanding principal balance. Repayment of the principal and interest were to be made from net cash flow to the extent available pursuant to the promissory note. All accrued interest and principal were due in a balloon payment in December 2013. The Partnership sold its limited partnership interest in Plainsboro on January 23, 2009 (see Note 10).
Interest expense incurred on such long-term notes payable amounted to approximately $136,000 and $286,000 for the 2008 and 2007 Fiscal Years, respectively.

Due to local general partners and affiliates included in the discontinued liabilities consists of the following:

	March 31,
	2009		2008
	2010		2009
Operating deficit advances	$	~~1,204,533~~0	$	01,204,533
Operating advances		~~245~~496,~~311~~961		~~215~~245,~~093~~311
Development fee payable		~~1,120,234~~0		91,~~135~~120,234
Long-term notes payable (iii)		979,770		0
Long-term notes payable (ii)		0		979,770
Accrued interest on long-term notes payable		~~1,449,870~~0		01,449,870
Management and other fees		~~301~~28,~~619~~309		(2301,~~059~~619	)
Construction costs		~~6,393,608~~0		06,393,608
	$	11525,~~694,945~~270	$	~~222~~11,~~169~~694,945

- 60 -

(ii) Long-term notes payable included in the discontinued liabilities consist of the following:
Creative Choice Homes II, LTD.	$	0	$	979,770
The first note bears interest at 7% payable monthly. Principal on the loan was due and payable in full on December 31, 2009. No payments were made during the current year on this note. Delinquent principal payments as of December 31, 2009 amounted to $479,770, and thus, this note is technically in default. The second note bears interest at 12% payable monthly. Principal on the loan was due and payable in full on December 31, 2009. No payments were made during the current year on this note. Delinquent principal payments as of December 31, 2009 amounted to $500,000, and thus, this note is technically in default. On January 1, 2010, the Partnership sold its limited partnership interest in Opa-Locka (see Note 10).

C) Other

Pursuant to the Partnership Agreement and the partnership agreements of the Local Partnerships, the General Partner and Independence SLP L.P. received their pro rata share of profits, losses and tax credits.

- 53 -

INDEPENDENCE TAX CREDIT PLUS L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, ~~2009~~ 2010

(iii) Long-term notes payable included in the discontinued liabilities consist of the following:
Creative Choice Homes II, LTD.	$	979,770	$	0
The first note bears interest at 7% payable monthly. Principal on the loan is due and payable in full on December 31, 2009. No payments were made during the current year on this note. Delinquent principal payments as of December 31, 2008 amounted to $479,770, and thus, this note is technically in default. The second note bears interest at 12% payable monthly. Principal on the loan is due and payable in full on December 31, 2009. No payments were made during the current year on this note. Delinquent principal payments as of December 31, 2008 amounted to $500,000, and thus, this note is technically in default.

C) Other

NOTE 9 – Taxable Net Loss

Our adoption of FASB Interpretation (“FIN”) No. 48 did not have a material impact on the consolidated financial statements and does not impact our financial position at March 31, ~~2009~~2010.

A reconciliation of the financial statements net loss to the taxable net loss for the Partnership and its consolidated subsidiaries follows:

	2008			2007
	2009			2008
Financial statement net loss	$	(48,~~894~~062,~~349~~318	)	$	(104,~~467~~894,~~870~~349	)
Differences between depreciation and amortization expense recorded for financial reporting purposes and the accelerated cost recovery system utilized for income tax purposes		(~~900~~1,~~088~~106,204	)		(~~756~~900,~~303~~088	)
Differences resulting from parent company having a different fiscal year for income tax and financial reporting purposes		~~(75~~330,~~487~~258	)		27(75,~~737~~487	)
Tax exempt interest income		(7528,~~941~~237	)		(~~142~~75,~~516~~941	)
Non-deductible loss on impairment of property		96,~~706~~687,~~034~~000			69,~~360~~706,~~000~~034
Difference resulting from forgiveness of related-party debt considered a General Partner contribution for financial purposes and income for tax purposes.		31,~~177~~508,~~916~~271			03,177,916
Cost from hurricane events not deducted for income tax purposes		0			2,309,923
Difference between gain on sale of properties for financial reporting purposes and gain on sale for income tax purposes		16,083,681			(5,888,036	)
Difference between gain on sale of properties for financial reporting purposes and gain on sale for income tax purposes		(5,888,036	)		1,841,300
Other, including related party accruals not deductible until paid		(10,384,124	)		(1,333,576	)
Other, including related party accruals not deductible until paid		(1,333,576	)		1,319,955
Taxable net income (loss) as shown on the income tax return for the calendar year ended	$	5,028,327		$	(283,527	)
Taxable net (loss) income as shown on the income tax return for the calendar year ended	$	(283,527	)	$	492,226

No provision for income taxes related to the operations of the Partnership has been included in the accompanying financial statements because, as a partnership, it is not subject to federal or material state income taxes and the tax effect of its activities accrues to the BACsholders. Net income for financial statement purposes may differ significantly from taxable income reportable to BACsholders as a result of differences between the tax bases and financial reporting bases of assets and liabilities and the taxable income allocation requirements under its partnership agreement. In the event of an examination of the Partnership’s tax return, the tax liability of the partners could be changed if an adjustment in the Partnership’s income is ultimately sustained by the taxing authorities. At March 31, 2010, the tax basis net assets exceeded the financial statement net assets by approximately $2,900,000 due to depreciation differences, impairments and related party advances.

NOTE 10 – Sale of Properties

On January 1, 2010, the Partnership sold its limited partnership interest in Creative Choice Homes II, Ltd. (“Opa-Locka”) 61 to an affiliate of the Local General Partner for a sales price of $227,500. The sale resulted in a loss of approximately $11,524,000 resulting from the write-off of the basis in the Local Partnership of approximately $11,752,000 at the date of the sale and the receipt of $227,500 in cash from the sale. The sale also resulted in a non-cash contribution to the Local Partnership from the Local General Partner of approximately $10,574,000 as a result of the write-off of fees owed by the Local Partnership to the Local General Partner.

- 54 -

INDEPENDENCE TAX CREDIT PLUS L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, ~~2009~~ 2010

On October 17, 2008, the Partnership sold its limited partnership interest in Bethel Villa Associates, L.P. (“Bethel Villa”) to the Local General Partner for a sales price of $750,000. During the quarters ended March 31, 2008 and December 31, 2008, in accordance with ~~Statement~~ASC ~~of Financial Accounting Standards No. 144 (“SFAS No. 144”) Accounting for the Impairment or Disposal of Long-Lived Assets~~360, the Partnership deemed the building impaired and wrote it down to its fair value, which resulted in a loss on impairment of $5,000,000 and $720,000, respectively. The sale resulted in a loss of approximately $28,000 resulting from the write-off of the basis in the Local Partnership of approximately $778,000 at the date of the sale and the receipt of $750,000 in cash from the sale, which was recorded during the quarter ended December 31, 2008. An adjustment to the loss of approximately $373,000 was recorded during the quarter ended March 31, 2009, resulting in an overall gain of approximately $345,000.

On April 1, 2008, the Partnership sold its limited partnership interest in Landreth Venture (“Landreth”) to the Local General Partner for a sales price of $17,500. During the ~~years~~year ended March 31, 2009 and 2008, in accordance with ~~SFAS~~ASC ~~No. 144~~360, the building was deemed impaired and written down to its fair value, resulting in a loss on impairment of approximately $3,000,000 and $730,000, respectively. The sale resulted in a gain of approximately $10,000, resulting from the write-off of the basis in the Local Partnership at the date of the sale of approximately $7,000 and the $17,500 cash received from the sale, which was recorded during the quarter ended June 30, 2008. Adjustments to the gain of approximately $1,000 and $3,009,000 were recorded during the quarter ended September 30, 2008 and March 31, 2009, resulting in an overall gain of approximately $3,020,000.

- 62 55 -

INDEPENDENCE TAX CREDIT PLUS L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, ~~2009~~ 2010

On ~~February~~ 1March 20, 2008, the ~~Partnership~~property ~~sold~~and ~~its~~the ~~limited~~related ~~partnership~~assets ~~interest~~and ~~in Hampden~~liabilities ~~Hall~~of Homestead Apartments Associates, LLtd.P. (“~~Hampden Hall~~Homestead”) were sold to an ~~affiliate~~unaffiliated ofthird ~~the~~party ~~Local General~~purchaser ~~Partner~~ for a sales price of $4,000,000. The Partnership received $32,500 as a distribution from this sale after the repayment of the mortgages, other liabilities and closing costs of approximately $~~955~~3,~~000~~967,500. The sale resulted in a ~~loss~~gain of approximately $175,~~173,~~000, resulting from the write-off of the deficit basis in the ~~Local~~property ~~Partnership~~at the date of sale, which was recorded during the quarter ended June 30, 2008. Adjustments to the gain of approximately $2201,~~128~~000, $(7,000) atand ~~the~~$(324,000) ~~date~~were of recorded during the ~~sale~~quarters ended September 30, 2008, December 31, 2008 and ~~the~~March ~~$955~~31,~~000~~ ~~cash~~2009, ~~received~~resulting ~~from~~in ~~the~~an ~~sale~~overall loss of approximately $55,000.

On ~~January~~ 17November 30, ~~2008~~2007, the ~~Partnership~~property ~~sold~~and ~~its~~the ~~limited~~related ~~partnership~~assets ~~interest~~and inliabilities ~~BX-7F Associates~~of Harbor Court Limited Partnership (“~~Beaumont~~Harbor Court”) were sold to ~~the~~an ~~Local~~unaffiliated ~~General~~third ~~Partner~~party purchaser for a sales price of $2,~~090~~100,000. The Partnership received $1,991,996 as a distribution from this sale after the repayment of other liabilities, closing costs and distributions to minority interests of approximately $108,000. The sale resulted in a gain of approximately $~~311~~1,260,000, ~~resulting~~ ~~from~~which ~~the~~was ~~write-off~~recorded ofduring the ~~basis~~quarter inended ~~the~~March ~~Local~~31, ~~Partnership~~2008. An atadjustment to the ~~date~~ gain of approximately $(49,000) was recorded during the ~~sale~~quarter ended June 30, 2009, resulting in an overall gain of approximately $1,~~711~~211,000. The ~~and~~sale also resulted in a non-cash distribution to the Local General Partner of approximately $2199,~~022,299~~000 ~~cash~~as ~~received~~a result of the write-off of receivables from the ~~sale~~Local General Partner to Harbor Court.

NOTE 11 – Assets Held for Sale

On- ~~April 1,~~56 2008, Homestead Apartments Associates II Ltd. (“Homestead II”) entered into a purchase and sale agreement to sell the property and the related assets and liabilities to an unaffiliated third party purchaser for a sales price of $4,000,000. This agreement expired in April of 2009. The property is currently being actively marketed for sale and management is seeking a potential buyer. As of December 31, 2008, Homestead II had property and equipment, at cost, of approximately $5,594,000, accumulated depreciation of approximately $2,076,000 and mortgage debt of approximately $3,169,000.-

- 63 -

INDEPENDENCE TAX CREDIT PLUS L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, ~~2009~~ 2010

~~The following~~NOTE ~~table~~12 ~~summarizes~~– ~~the~~Selected ~~Partnership’s~~Quarterly ~~quarterly~~Financial ~~results~~Data ~~of operations for the years ended March 31, 2009 and 2008.~~(Unaudited)

OPERATIONS	Quarter Ended
	June 30, 2008*			September 30, 2008*			December 31, 2008*			March 31, 2009
Revenues	$	1,755,934		$	1,756,752		$	1,819,754		$	1,717,221
Operating expenses		(2,699,117	)		(2,584,868	)		(2,410,160	)		(7,951,551	)
Loss before minority interest		(943,183	)		(828,116	)		(590,406	)		(6,234,330	)
Minority interest in loss of subsidiaries from operations		7,036			10,174			10,755			580,807
Loss from operations		(936,147	)		(817,942	)		(579,651	)		(5,653,523	)
(Loss) income from discontinued operations		(1,251,719	)		305,782			740,712			3,298,139
Net (loss) income	$	(2,187,866	)	$	(512,160	)	$	161,061		$	(2,355,384	)
Net loss per weighted average BAC from operations	$	(12.07	)	$	(10.55	)	$	(7.47	)	$	(72.89	)
Net (loss) income per weighted average BAC from discontinued operations		(16.14	)		3.94			9.55			42.53
Net (loss) income per weighted average BAC	$	(28.21	)	$	(6.61	)	$	2.08		$	(30.36	)
OPERATIONS	Quarter Ended
	June 30, 2007*			September 30, 2007*			December 31, 2007*			March 31, 2008*
Revenues	$	1,769,065		$	1,688,238		$	1,773,638		$	1,642,881
Operating expenses		(2,794,801	)		(2,541,859	)		(2,611,360	)		(2,594,077	)
Loss before minority interest		(1,025,736	)		(853,621	)		(837,722	)		(951,196	)
Minority interest in loss of subsidiaries from operations		5,529			6,451			6,856			13,920
Loss from operations		(1,020,207	)		(847,170	)		(830,866	)		(937,276	)
Income (loss) from discontinued operations		1,085,173			(99,640	)		(306,419	)		(7,511,465	)
Net income (loss)	$	64,966		$	(946,810	)	$	(1,137,285	)	$	(8,448,741	)
Net loss per weighted average BAC from operations	$	(13.15	)	$	(10.93	)	$	(10.71	)	$	(12.08	)
Net income (loss) per weighted average BAC from discontinued operations		13.99			(1.28	)		(3.95	)		(96.85	)
Net income (loss) per weighted average BAC	$	0.84		$	(12.21	)	$	(14.66	)	$	(108.93	)

The following table summarizes the Partnership’s quarterly results of operations for the years ended March 31, 2010 and 2009.

* Reclassified for comparative purposes.

	Quarter Ended
OPERATIONS	June 30, 2009*			September 30, 2009*			December 31, 2009*			March 31, 2010

Revenues	$	1,766,188		$	1,773,653		$	1,768,518		$	1,698,606
Operating expenses		(2,426,302	)		(2,263,427	)		(2,129,135	)		(7,285,705	)
Loss from operations		(660,114	)		(489,774	)		(360,617	)		(5,587,099	)
Income (loss) from discontinued operations		62,315			382,569			407,613			(11,751,310	)
Net (loss) income		(597,799	)		(107,205	)		46,996			(17,338,409	)
Net loss attributable to noncontrolling interests from operations		4,852			2,639			1,413			56,060
Net (income) loss attributable to noncontrolling interests from discontinued operations	$	(197,555	)	$	(760,374	)	$	9,156		$	10,817,908
Net (loss) income attributable to Independence Tax Credit Plus L.P.	$	(790,502	)	$	(864,940	)	$	57,565		$	(6,464,441	)
Net (loss) income – limited partnership	$	(782,597	)	$	(856,291	)	$	56,989		$	(6,399,796	)
Loss per weighted average BAC from operations	$	(8.45	)	$	(6.28	)	$	(4.63	)	$	(71.31	)
(Loss) income per weighted average BAC from discontinued operation		(1.74	)		(4.87	)		5.37			(12.04	)
Net (loss) income per weighted average BAC	$	(10.19	)	$	(11.15	)	$	0.74		$	(83.35	)

	Quarter Ended
OPERATIONS	June 30, 2008*			September 30, 2008*			December 31, 2008*			March 31, 2009*

Revenues	$	1,674,173		$	1,689,920		$	1,757,358		$	1,659,174
Operating expenses		(2,558,247	)		(2,433,729	)		(2,253,585	)		(2,636,445	)
Loss from operations		(884,074	)		(743,809	)		(496,227	)		(977,271	)
(Loss) income from discontinued operations		(440,343	)		223,905			1,117,336			(3,614,810	)
Net (loss) income		(1,324,417	)		(519,904	)		621,109			(4,592,081	)
Net loss attributable to noncontrolling interests from operations		570			936			431			2,566
Net (income) loss attributable to noncontrolling interest from discontinued operations	$	(864,019	)	$	6,809		$	(460,479	)	$	2,234,130
Net (loss) income attributable to Independence Tax Credit Plus L.P.	$	(2,187,866	)	$	(512,159	)	$	161,061		$	(2,355,385	)
Net (loss) income – limited partnership	$	(2,165,987	)	$	(507,038	)	$	159,450		$	(2,331,830	)
Loss per weighted average BAC from operations	$	(11.39	)	$	(9.58	)	$	(6.39	)	$	(12.57	)
(Loss) income per weighted average BAC from discontinued operation		(16.82	)		2.98			8.47			(17.80	)
Net (loss) income per weighted average BAC	$	(28.21	)	$	(6.60	)	$	2.08		$	(30.37	)

* Reclassified for comparative purposes.

- 64 57 -

INDEPENDENCE TAX CREDIT PLUS L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, ~~2009~~ 2010

~~a) Subsidiary Partnerships~~NOTE 13 – ~~Going~~Commitments ~~Concern~~and Contingencies

a)	Going Concern Consideration

At March 31, 2010, the Partnership’s liabilities exceeded assets by $19,685,257 and for the 2009 year incurred a net loss of $17,996,417, including loss on sale of properties of $10,489,922 and loss on impairment of properties of $6,687,000. These factors raise substantial doubt about the Partnership’s ability to continue as a going concern. As discussed in Note 8, partnership management fees of approximately $4,555,000 will be payable out of sales or refinancing proceeds only to the extent of available funds after payments on all other Partnership liabilities have been made and after the Limited Partners have received a 10% return on their capital contributions. As such, the General Partner cannot demand payment of these deferred fees beyond the Partnership’s ability to pay them. In addition, where the Partnership has unpaid partnership management fees related to sold properties, such management fees are written off and recorded as capital contributions. During the year ended March 31, 2010, the Partnership wrote off approximately $1,508,000 of such management fees.

All of the mortgage payable balance of $23,065,605 and the accrued interest payable balance of $12,097,579 is of a nonrecourse nature and secured by the respective properties. The Partnership is currently in the process of developing a plan to dispose all of its investments. Historically, the mortgage notes and accrued interest thereon have been assumed by the buyer in instances of sales of the Partnership’s interest or have been paid off from sales proceeds in instances of sales of the property. In most instances when the Partnership’s interest was sold and liabilities were assumed, the Partnership recognized a gain from the sale. The Partnership owns the limited partner interest in all its investments, and as such has no financial responsibility to fund operating losses incurred by the Local Partnerships. The maximum loss the Partnership would incur is its net investment in the respective Local Partnerships. Dispositions of any investment in a Local Partnership should not impact the future results of operations, liquidity, or financial condition of The Partnership.

The Partnership has working capital reserves of approximately $1,366,000 at March 31, 2010. Such amount is considered sufficient to cover the Partnership’s day to day operating expenses, excluding fees to the General Partner, for at least the next year. The Partnership’s operating expenses, excluding the Local Partnerships’ expenses and related party expenses amounted to approximately $170,000 for the year ended March 31, 2010.

Management believes the above mitigating factors enable the Partnership to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

b)	Subsidiary Partnerships – Going Concern

Creative Choice Homes II L.P. (“Opa-Locka”)

The Partnership’s investment in Opa-Locka at March 31, 2009 and 2008 was reduced to zero as a result of prior years’ losses, and the minority interest balance was zero at each date. Opa-Locka’s net (income) loss after minority interest amounted to approximately $(366,000) and $2,400,000 for the 2008 and 2007 Fiscal Years.

The above circumstances have called into question the recoverability of the carrying amounts of the building. On May 9, 2008, Opa-Locka entered into a purchase and sale agreement to sell its property and related assets and liabilities to an unaffiliated third party purchaser, which expired in April 2009. The property is currently being marketed for sale and management is seeking a potential buyer (see Note 11).

Morrant Bay Limited Partnership (“Morrant Bay”)

Boston Bay Limited Partnership (“Boston Bay”)

~~The Partnership’s~~- ~~investment~~58 in Boston Bay at March 31, 2009 and 2008 was reduced to zero as a result of prior years’ losses and the minority interest balance was approximately $87,000 at each date. Boston Bay’s net loss after minority interest amounted to approximately $342,000 and $540,000 for the 2008 and 2007 Fiscal Years. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.-

- 65 -

INDEPENDENCE TAX CREDIT PLUS L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, ~~2009~~ 2010

bThe Partnership’s investment in Boston Bay at March 31, 2010 and 2009 was reduced to zero as a result of prior years’ losses and the noncontrolling interest balance was approximately $(89,000) ~~Subsidiary~~and ~~Partnerships~~$(87,000) –for ~~Commitments~~the 2009 and ~~Contingencies~~2008 Fiscal Years, respectively. Boston Bay’s net loss after noncontrolling interest amounted to approximately $187,000 and $342,000 for the 2009 and 2008 Fiscal Years. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~Cloisters Limited Partnership II (“Cloister”)~~Other

~~Cloisters is~~The Partnership’s investment as a limited partner in the ~~process~~Local ofPartnerships ~~converting~~is subject to the ~~project~~risks incident to the potential losses arising from ~~rental~~management toand ~~for~~ownership ~~sale condominiums. Cloisters~~of isimproved ~~currently~~real inestate. ~~negotiations~~The toPartnership’s ~~finalize~~investments ~~a construction~~also ~~agreement~~could inbe ~~the~~adversely ~~estimated~~affected ~~amount~~by ofpoor $2economic conditions,~~146~~ generally,~~000~~ which could increase vacancy levels and ~~construction financing~~rental inpayment ~~the~~defaults ~~estimated~~and ~~amount~~by ofincreased ~~$800~~operating expenses,~~000~~ ~~related~~any toor ~~the~~all ~~renovation~~ of ~~the units~~which ~~for~~could ~~sale. There~~threaten ~~can~~the befinancial noviability ~~assurance~~of ~~for~~one ~~when~~or ~~the~~more ~~conversion will~~of ~~actually~~the ~~take~~Local ~~place~~Partnerships.

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 up to $250,000. As of March 31, ~~2009~~2010, uninsured cash and cash equivalents approximated $51,~~864~~116,000.

d) Cash Distributions

Cash distributions from the Local Partnerships to the Partnership are restricted by the provisions of the respective partnership agreements of the Local Partnerships and the U.S. Department of Housing and Urban Development (“HUD”) based on operating results and a percentage of the owner’s equity contribution. Such cash distributions are typically made for surplus cash flow.

e) Tax Credits

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 2530% of the properties are located in any single state. There are also substantial risks associated with owning properties receiving government assistance; for example, the possibility that Congress may not appropriate funds to enable HUD to make rental assistance payments. HUD also restricts annual cash distributions to partners based on operating results and a percentage of the owner’s equity contribution. The Partnership cannot sell or substantially liquidate its investments in subsidiary partnerships during the period that the subsidy agreements are in existence without HUD’s approval. Furthermore, there may not be market demand for apartments at full market rents when the rental assistance contracts expire.

The Partnership and BACs holders began to recognize Tax Credits with respect to an Apartment Complex when the Credit Period for such Apartment Complex commenced. As of December 31, 2007, all Credit Periods ~~have~~ expired. However, each Local Partnership must continue to comply with the Tax Credit requirements until the end of the Compliance Period in order to avoid recapture of the Tax Credits. The Compliance Periods will continue through December 31, 2013 with respect to the Properties depending upon when the Tax Credit Periods commenced.

f) Property Management Fees

Property management fees incurred by the subsidiary partnerships amounted to $686,957 and $1,035,476 for the years ended March 31, 2010 and 2009, respectively. Of these fees, $450,840 and $714,262 were incurred to affiliates of the general partners of the Local Partnerships (the “Local General Partners”) which includes $55,439 and $324,882 of fees relating to discontinued operations.

g) Subsequent Events

We evaluated all subsequent events from the date of the balance sheet through June 24, 2010, which represent the issuance date of these financial statements. There were no events or transactions occurring during this subsequent event reporting period, which require recognition or disclosure in the financial statements.

- 59 -

INDEPENDENCE TAX CREDIT PLUS L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2010

NOTE 14 – Discontinued Operations

The following table summarizes the financial position of the Local Partnerships that are classified as discontinued operations because the respective Local Partnerships were classified as assets held for sale. As of March 31, ~~2009~~ 2010, Homestead II, Rolling Green, ~~and~~ Opa-Locka and Cloisters were classified as discontinued operations on the consolidated balance sheets. As of March 31, ~~2008~~2009, Homestead, ~~Harbor Court~~II, ~~Bethel~~Rolling ~~Villa~~Green and ~~Lancaster~~Opa-Locka were classified as discontinued operations on the consolidated balance sheets.

Consolidated Balance Sheets:

	March 31,
	2009			~~2008~~	2008
Assets
Property and equipment – less accumulated depreciation of $21,815,503 and $9,242,996, respectively	$	29,015,203		$	6,378,404
Property and equipment – less accumulated depreciation of $2,238,886 and $21,815,503, respectively	$	2,606,404			$	29,015,203
Cash and cash equivalents		3818,~~131~~806			~~357,703~~	38,131
Cash held in escrow		396,~~571,222~~533			~~3,028,816~~	3,571,222
Deferred costs, net of accumulated amortization of $868,985 and $732,911, respectively		237,862			191,630
Deferred costs, net of accumulated amortization of $90,269 and $868,985, respectively		4,528				237,862
Other assets		~~398~~47,~~927~~348			~~213,732~~	398,927
Total assets	$	332,~~261~~773,~~345~~619		$	~~10,170,285~~$	33,261,345
Liabilities
Mortgage notes payable	$	193,~~248~~129,~~504~~354		$	~~7,478,590~~$	19,248,504
Accounts payable		2184,~~685,081~~224			~~291,398~~	2,685,081
Accrued interest payable		~~680~~496,~~348~~971			~~516,823~~	680,348
Security deposit payable		~~140~~71,~~490~~657			~~127,418~~	140,490
Due to local general partners and affiliates		11525,~~694,945~~270			~~222,169~~	11,694,945
Due to general partners and affiliates		~~489~~55,~~288~~000			~~45,000~~	489,288
Minority interest		(755,763	)		(471,908	)
Total liabilities	$	4,462,476			$	34,938,656
Total liabilities	$	34,182,893		$	8,209,490

The following table summarizes the results of operations of the Local Partnerships that are classified as discontinued operations. For the year ended March 31, 2010, Rolling Green and Opa-Locka, 66 which were sold during the current year, and Homestead II and Cloisters, which were classified as assets held for sale, were all classified as discontinued operations in the consolidated financial statements. For the year ended March 31, 2009, Plainsboro, Lancaster, Bateman Hotel, West Diamond, Bethel Villa, Christine Apartments, Lares, Lajas, Landreth and Susquehanna, which were sold during the current year, Homestead, which was sold during the year ended March 31, 2008, and Homestead II, Rolling Green and Opa-Locka, which were classified as assets held for sale, and Cloisters, in order to present comparable results to the year ended March 31, 2010, were all classified as discontinued operations in the consolidated financial statements.

- 60 -

INDEPENDENCE TAX CREDIT PLUS L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, ~~2009~~ 2010

Consolidated Statements of Discontinued Operations:

	Years Ended March 31,
	2009			2008*
	2010				2009
Revenues
Rental income	$	117,~~449~~014,~~962~~291		$	~~16,279,132~~$	11,713,514
Other (Note 2)		~~937~~1,~~637~~308,864			~~821,204~~	943,121
Gain on sale of properties		7,494,728			2,508,563
(Loss) gain on sale of property (Note 10)		(10,489,922	)			7,494,728
Total revenue		19(2,~~882~~166,~~327~~767	)		~~19,608,899~~	20,151,363
Expenses
General and administrative		21,~~556~~490,895			~~3,294,610~~	2,666,116
General and administrative-related parties (Note 8)		~~326~~67,~~178~~939			~~875,410~~	351,939
Repairs and maintenance		32,~~108~~199,~~393~~899			~~3,628,713~~	3,193,924
Operating and other		1739,~~201,073~~431			~~1,724,236~~	1,267,779
Real estate taxes		1,061,131			1,218,086
Insurance		424,820				838,295
Insurance		816,549			1,257,092
Taxes		732,483				1,086,508
Interest		1,~~959~~229,~~067~~914			~~2,747,494~~	1,959,067
Depreciation and amortization		1239,~~552,976~~665			~~3,807,264~~	1,795,614
Costs from hurricane events		0			2,309,923
Loss on impairment of assets		1,607,000				9,706,033
Loss on impairment of property		4,519,323			6,360,000
Total expenses		8,732,046				22,865,275
Total expenses		17,101,585			27,222,828
Loss from discontinued operations		(10,898,813	)			(2,713,912	)
Income (loss) before minority interest		2,780,742			(7,613,929	)
Noncontrolling interest in loss of subsidiaries from discontinued operations		9,869,135				916,441
Minority interest in loss of subsidiaries from discontinued operations		312,172			781,578
Loss from discontinued operations – Independence Tax Credit Plus LP II	$	(1,029,678	)		$	(1,797,471	)
Total income (loss) from discontinued operations (including gain on sale of properties)	$	3,092,914		$	(6,832,351	)
Loss – limited partners from discontinued operations	$	(1,019,381	)		$	(1,779,496	)
Income (loss) – limited partners from discontinued operations (including gain on sale of properties)	$	3,061,985		$	(6,764,027	)
Number of BACs outstanding		76,786				76,786
Number of BACs outstanding		76,786			76,786
Loss from discontinued operations per BAC	$	(13.28	)		$	(23.17	)
Income (loss) discontinued operations (including gain on sale of properties) per BAC	$	39.88		$	(88.09	)

Cash Flows from Discontinued Operations:

	Years Ended March 31,
	2009			2008*
	2010				2009*
Net cash used in operating activities	$	(410,~~216~~823,~~483~~066	)	$	~~(4,510,593~~$	)(15,664,434	)
Net cash provided by investing activities	$	1221,~~679~~830,~~515~~230		$	~~14,043,962~~$	13,430,473
Net cash used in financing activities	$	(620,~~629~~306,~~178~~756	)	$	~~(3,793,273~~$	)(6,629,178	)

* Reclassified for comparative purposes.

- 67 61 -

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

None.

Item 9A(T). Controls and Procedures.

(a) Evaluation of Disclosure Controls and Procedures. The Chief Executive Officer and Chief Financial Officer of ~~Related~~ Independence Associates, ~~Inc.~~GP LLC, the general partner of the General Partner of the Partnership, have evaluated the effectiveness of the Partnership’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (“Exchange Act”) as of the end of the period covered by this report. Based on such evaluation, such officers have concluded that, as of the end of such period, the Partnership’s disclosure controls and procedures are effective.

(b) Management’s Report on Internal Control over Financial Reporting. Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). In evaluating the Partnership’s internal control over financial reporting, management has adopted the framework in Internal Control-Integrated Framework issued by the Committee of Sponsoring organizations of the Treadway Commission (the “COSO Framework”). Under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer of the General Partner, the Partnership conducted an evaluation of the effectiveness of its internal control over financial reporting as of March 31, ~~2009~~2010. The Partnership’s internal control system was designed to provide reasonable assurance to the Partnership’s management regarding the reliability of financial reporting and the preparation of financial statements for the external purposes in accordance with generally accepted accounting principles. Internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Partnership; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Partnership are being made only in accordance with authorizations of management and executive officers of the Partnership; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Partnership’s assets that could have a material effect on the financial statements. However, because of inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Based on management’s evaluation under the COSO Framework, it has concluded that the Partnership’s internal control over financial reporting, was, as of the end of the period covered by this report, (1) effective at the Partnership level, in that they provide reasonable assurance that information required to be disclosed by the Partnership in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and (2) ineffective at the subsidiary level due to certain control deficiencies noted in the audit reports for such subsidiaries. Management will attempt to cause the Local General Partner’s to remedy such deficiencies; however, the General Partner does not have control over the internal controls at the subsidiary level. Management believes they have sufficient controls at the Partnership level to mitigate these deficiencies, and such deficiencies do not have a material impact on the consolidated financial statements.

This annual report does not include an attestation report of the Partnership’s registered public accounting firm regarding internal control over financial reporting. The Partnership’s internal control over financial reporting was not subject to attestation by the Partnership’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Partnership to provide only this report.

(c) Changes in Internal Controls over Financial Reporting. Except as noted in (b) above, during the year ended March 31, ~~2009~~2010, there were no changes in the Partnership’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Partnership’s internal control over financial reporting.

Item 9B. Other Information.

None.

- 68 62 -

PART III

Item 10. Directors, Executive Officers and Corporate Governance.

The Partnership is a limited partnership which was formed under the laws of the State of Delaware on November 7, 1990. The general partner of the Partnership is Related Independence Associates L.P., a Delaware limited partnership (the “General Partner”). The general partner of the General Partner is ~~Related~~ Independence Associates ~~Inc.~~GP LLC, a Delaware corporation ~~(“RIAI)~~. The Partnership has no directors or executive officers. The Partnership’s affairs are managed and controlled by the General Partner. The Partnership has not adopted a separate code of ethics because the Partnership has no directors or executive officers. The ultimate parent of the General Partner is Centerline Holding Company (“Centerline”). Centerline has adopted a code of ethics (see http://www.centerline.com).

Certain information concerning the directors and executive officers of ~~RIAI~~Independence Associates GP LLC is set forth below.

Name Position Robert LA. ~~Levy~~Pace ~~Director and~~ Chief Financial Officer Andrew J. Weil President and Chief Executive Officer ~~Marc D. Schnitzer Senior Vice President~~

ROBERT LA. ~~LEVY~~ PACE, 4337, is the Chief Financial Officer of RIAI and a Director of Centerline. Mr. ~~Levy~~Pace ~~is also~~oversees the ~~Chief~~accounting ~~Financial~~operations ~~Officer~~ of ~~American~~the ~~Mortgage~~General ~~Acceptance Company (“AMAC”)~~partner, aand ~~publicly traded real estate investment trust managed by an affiliate of Centerline. Mr. Levy~~ is also responsible for overseeing the ~~Corporate Finance,~~accounting ~~Capital~~operations ~~Markets,~~of ~~Accounting,~~Centerline’s ~~Budgeting,~~Affordable ~~Tax~~Housing ~~and Treasury departments~~Group. Mr. ~~Levy~~Pace joined Centerline’s predecessor in ~~November~~January of ~~2001~~ 2003 as ~~the Director of Capital Markets. From 1998 through 2001, Mr. Levy was a Vice President in the Real Estate Equity Research and Investment Banking Departments at Robertson Stephens,~~ an ~~investment~~Assistant ~~banking firm in San Francisco~~Controller. Prior to ~~1998~~joining Centerline’s predecessor, Mr. ~~Levy~~Pace ~~was~~worked ~~employed~~for byKPMG ~~Prudential Securities~~ in the ~~Real~~financial ~~Estate~~services ~~Equity Research Group and at Prudential Realty Group, the~~ real estate ~~investment~~group ~~arm~~as ofan ~~the~~audit ~~Prudential Insurance Company~~manager. He received ~~his~~a ~~Masters~~Bachelor inof ~~Business~~Science ~~Administration~~Degree from ~~the Leonard~~Wagner N.College ~~Stern~~in ~~School~~1994 ~~of Business at New York University~~ and ~~his~~is ~~Bachelor~~a ~~of Arts~~Certified ~~from~~Public ~~Northwestern University~~Accountant.

ANDREW J. WEIL, 3839, is an Executive Managing Director of Centerline, and is the Head of the Affordable Housing Group and the Chief Executive Officer of Centerline Financial, Centerline’s ~~Affordable~~Credit ~~Housing~~Risk Products Group. Mr. Weil is responsible for overseeing the day to day operations of the Affordable Housing Group, including the acquisition of properties with Low-Income Housing Tax Credits and the origination and structuring of institutional funds. Prior to joining Centerline’s predecessor in January 1994, Mr. Weil was a Financial Analyst for the Heights Management Company, where he specialized in the analysis of potential investments and property management. Mr. Weil received a Bachelor of Science degree in Economics with a concentration in Finance from the Wharton School of the University of Pennsylvania.

~~MARC~~Item D11. ~~SCHNITZER, 48, is the Chief~~ Executive ~~Officer of Centerline and is responsible both for financial restructuring of real estate properties and directing Centerline’s acquisitions of properties generating Housing Tax Credits~~Compensation. Mr. Schnitzer received a Masters of Business Administration from The Wharton School of the University of Pennsylvania in December 1987 before joining Centerline in January 1988. He held numerous positions with Centerline and its predecessors prior to being appointed CEO in March 2006. From 1983 to January 1986, he was a financial analyst for the First Boston Corporation in New York. Mr. Schnitzer graduated summa cum laude with a Bachelor of Science in Business Administration from the School of Management at Boston University in May 1983. Mr. Schnitzer also serves on the Board of Trustees of Centerline and AMAC.

Item 11. Executive Compensation

The Partnership has no officers or directors. The Partnership does not pay or accrue any fees, salaries or other forms of compensation to directors or officers of the general partner of the General Partner for their services. Under the terms of the Partnership Agreement, the General Partner and its affiliates are entitled to receive compensation from the Partnership in consideration of certain services rendered to the Partnership by such parties. In addition, the General Partner is entitled to 1% of all cash distributions and Tax Credit allocations and a subordinated 15% interest in Net Sales or Refinancings Proceeds. See Note 8 in Item 8 above for a presentation of the types and amounts of compensation paid to the General Partner and its affiliates, which is incorporated herein 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 levels of compensation payable to the General Partner and/or its 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 Stockholder Matters

Title of Class	Name and Address of Beneficial Ownership	Amount and Nature of Beneficial Ownership	Percentage of Class

General Partnership interest in the Partnership	Related Independence Associates L.P. 625 Madison Avenue New York, NY 10022	$1,000 capital contribution – directly owned	100%

- 69 -

Independence SLP L.P., a limited partnership whose general partner is the General Partner of the Partnership and which acts as the special limited partner of each Local Partnership, holds either a 0.1% or 1% limited partnership interest in each Local Partnership. See Note 8 in Item 8 above, which information is incorporated herein by reference thereto.

Except as set forth in the table below, no person is known by the Partnership to be the beneficial owner of more than 5% of the Limited Partnership Interests and neither the General Partner nor any director or executive officer of the general partner of the General Partner owns any Limited Partnership Interests. The following table sets forth the number of BACs beneficially owned, as of May 28, ~~2009~~ 2010, by (i) each BACs holder known to the Partnership to be a beneficial owner of more than 5% of the BACs, (ii) each director and executive officer of the general partner of the General Partner and (iii) the director and executive officers of the general partner of the General Partner as a group. Unless otherwise noted, all BACs are owned directly with sole voting and dispositive powers.

Name of Beneficial Owner (1)	Amount and Nature of Beneficial Ownership		Percent of Class
Lehigh Tax Credit Partners, Inc.	6,846.30	(2) (3)	8.9	%
J. Michael Fried	6,846.30	(2) (3) (4)	8.9	%
Alan P. Hirmes	6,846.30	(2) (3) (4)	8.9	%
Stuart J. Boesky	6,846.30	(2) (3) (4)	8.9	%
Marc D. Schnitzer	6,846.30	(2) (3) (4)	8.9	%
Denise L. Kiley	6,846.30	(2) (3) (4)	8.9	%
Robert L. Levy	-		-
Andrew J. Weil	-		-
All directors and executive officers of the general partner of the General Partner as a group (three persons)	6,846.30	(2) (3) (4)	8.9	%

- 63 -

Name of Beneficial Owner(1)	Amount and Nature of Beneficial Ownership		Percent of Class

Lehigh Tax Credit Partners, Inc.	6,846.30	(2) (3)	8.9	%

J. Michael Fried	6,846.30	(2) (3) (4)	8.9	%

Alan P. Hirmes	6,846.30	(2) (3) (4)	8.9	%

Stuart J. Boesky	6,846.30	(2) (3) (4)	8.9	%

Marc D. Schnitzer	6,846.30	(2) (3) (4)	8.9	%

Denise L. Kiley	6,846.30	(2) (3) (4)	8.9	%

Robert A. Pace	--		--

Andrew J. Weil	--		--

All directors and executive officers of the general partner of the General Partner as a group (three persons)	6,846.30	(2) (3) (4)	8.9	%

(1)	The address for each of the persons in the table is 625 Madison Avenue, New York, New York 10022.

(2)	As set forth in Schedule 13D filed by Lehigh Tax Credit Partners L.L.C. (“Lehigh I”) and Lehigh Tax Credit Partners, Inc., (the “Managing Member”) on June 10, 1997 with the Securities and Exchange Commission (the “Commission”).

(3) All of such BACs represent BACs owned directly by Lehigh I and its affiliate, Lehigh Tax Credit Partners II, L.L.C. (“Lehigh II”), for which the Managing Member serves as managing member. As of May 28, ~~2009~~2010, Lehigh I held 3,410.65 BACs and Lehigh II held 23,~~239~~430.6065 BACs.

(4) ~~Mr.~~All ~~Schnitzer~~parties ~~serves~~only asown an ~~executive~~economic ~~officer~~interest ofin the Managing Member ~~and owns an equity interest therein~~. ~~All other parties only own an economic interest.~~

Item 13. Certain Relationships and Related Transactions, and Director Independence.

The Partnership has and will continue to have certain relationships with the General Partner and its affiliates, as discussed in Item 11 and also Note 8 in Item 8 above, which are incorporated herein by reference. However, there have been no direct financial transactions between the Partnership and the directors and officers of the general partner of the General Partner.

Item 14. Principal Accountant Fees and Services.

Audit Fees

The aggregate fees billed by Trien Rosenberg Rosenberg Weinberg Ciullo and Fazzari LLP and its affiliates for professional services rendered for the audit of the Partnership’s annual financial statements for the years ended March 31, ~~2009~~2010 and ~~2008~~ 2009 and for the reviews of the financial statements included in the Partnership’s quarterly reports on Form 10-Q for those years were $7257,000 and $6872,~~500~~000, respectively.

Audit – Related Fees

None

Tax Fees

The aggregate fees billed by Weiser LLP and its affiliates for professional services rendered for the preparation of the Partnership’s annual tax ~~returns~~ return were $11,500 for ~~both~~the ~~years~~year ended December 31, 2008. For ~~and~~the ~~2007~~year ended December 31, ~~respectively~~ 2009, the Partnership’s annual tax returns were prepared by the Partnership’s tax department.

- 70 -

All Other Fees

None.

The Partnership is not required to have, and does not have, a stand-alone audit committee.

- 71 64 -

PART IV

Item 15.	Exhibits and Financial Statement Schedules.
		Sequential Page
(a) 1.	Financial Statements
	Report of Independent Registered Public Accounting Firm	15
	Consolidated Balance Sheets at March 31, 2009 and 2008	47
	Consolidated Balance Sheets at March 31, 2010 and 2009	39
	Consolidated Statements of Operations for the Years Ended March 31, 2009 and 2008	48
	Consolidated Statements of Operations for the Years Ended March 31, 2010 and 2009	40
	Consolidated Statements of Changes in Partners’ Capital (Deficit) for the Years Ended March 31, 2009 and 2008	49
	Consolidated Statements of Changes in Partners’ Capital (Deficit) for the Years Ended March 31, 2010 and 2009	41
	Consolidated Statements of Cash Flows for the Years Ended March 31, 2009 and 2008	50
	Consolidated Statements of Cash Flows for the Years Ended March 31, 2010 and 2009	42
	Notes to Consolidated Financial Statements	5244
(a) 2.	Consolidated Financial Statement Schedules
	Report of Independent Registered Public Accounting Firm	7669
	Schedule I- Condensed Financial Information of Registrant	7770
	Schedule III - Real Estate and Accumulated Depreciation	8073
(a) 3.	Exhibits
(3A)	Form of Amended and Restated Agreement of Limited Partnership of Independence Tax Credit Plus L.P., attached to the Prospectus as Exhibit A*
(3B)	Amended and Restated Certificate of Limited Partnership of Independence Tax Credit Plus L.P.*
(10A)	Form of Subscription Agreement attached to the Prospectus as Exhibit B*
(10B)	Form of Purchase and Sales Agreement pertaining to the Partnership’s acquisition of Local Partnership Interests*
(10C)	Form of Amended and Restated Agreement of Limited Partnership of Local Partnerships*	66
(21)	Subsidiaries of the Registrant	73
	* Incorporated herein as an exhibit by reference to exhibits filed with Pre-Effective Amendment No. 1 to the Independence Tax Credit Plus L.P. Registration Statement on Form S-11 (Registration No. 33-37704)
	*Incorporated herein as an exhibit by reference to exhibits filed with Pre-Effective Amendment No. 1 to the Independence Tax Credit Plus L.P. Registration Statement on Form S-11 (Registration No. 33-37704)
(31.1)	Certification Pursuant to Rule 13a-14(a) or Rule 15d-14(a)
(31.2)	Certification Pursuant to Rule 13a-14(a) or Rule 15d-14(a)
(32.1)	Certification Pursuant to Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of Title 18 of the United States Code (18 U.S.C. 1350)

- 72 65 -

Item 15. Exhibits and Financial Statement Schedules (continued).

	Subsidiaries of the Registrant (Exhibit 21)		Jurisdiction of Organization
	655 North Street Limited Partnership		LA
	Boston Bay Limited Partnership		MA
	Morrant Bay Limited Partnership		MA
	Hope Bay Limited Partnership		MA
	Arlington-Rodeo Properties		CA
	Chester Renaissance Associates		PA
	Homestead Apartments II, LTD.		FL
	Cloisters Limited Partnership II		PA
	Creative Choice Homes II, LTD.		FL
	Milford Crossing Associates L.P.		DE
	Los Angeles Limited Partnership		PR
	Rolling Green Associates, L.P.		NY

- 73 66 -

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

INDEPENDENCE TAX CREDIT PLUS L.P.

(Registrant)

		By:	RELATED INDEPENDENCE ASSOCIATES L.P.,
			its General Partner
			By:	INDEPENDENCE ASSOCIATES GP LLC,
				a General Partner
Date:	June 2924, ~~2009~~2010			By:	/s/ Robert LA. ~~Levy~~Pace
					Robert L. Levy
					Robert A. Pace
					Chief Financial Officer, Principal Accounting Officer and Director
					Chief Financial Officer and Principal Accounting Officer
Date:	June 2924, ~~2009~~2010			By:	/s/ Andrew J. Weil
					Andrew J. Weil
					President and Chief Executive Officer

- 74 67 -

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

Signature	Title	Date
/s/ Robert L. Levy Robert L. Levy	Chief Financial Officer, Principal Accounting Officer and Director of Independence Associates GP LLC.	June 29, 2009
/s/ Robert A. Pace Robert A. Pace	Chief Financial Officer and Principal Accounting Officer of Independence Associates GP LLC.	June 24, 2010
/s/ Andrew J. Weil Andrew J. Weil	President (Chief Executive Officer) of Independence Associates GP LLC.	June 2924, ~~2009~~2010

- 75 68 -

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Partners of

Independence Tax Credit Plus L.P. and Subsidiaries

(A Delaware Limited Partnership)

In connection with our audits of the consolidated financial statements of Independence Tax Credit Plus L.P. and Subsidiaries (A Delaware Limited Partnership) included in this Form 10-K as presented in our opinion dated June 24, ~~2009~~2010 on page 15, and based on the reports of other auditors, we have also audited supporting Schedule I for the ~~2008~~2009 and ~~2007~~2008 Fiscal Years and Schedule III at March 31, ~~2009~~2010. In our opinion, and based upon 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.

TRIEN ~~ROSENBERG~~ ROSENBERG

WEINBERG CIULLO & FAZZARI LLP

New York, New York

June 24, ~~2009~~ 2010

- 76 69 -

INDEPENDENCE TAX CREDIT PLUS L.P.

SCHEDULE I

CONDENSED FINANCIAL INFORMATION OF REGISTRANT

(NOT INCLUDING CONSOLIDATED SUBSIDIARY PARTNERSHIPS)

CONDENSED BALANCE SHEETS

ASSETS

	2009				2008
	2010			2009
Cash and cash equivalents	$	51,~~043~~366,~~817~~294		$	$5,043,817	~~2,818,676~~
Advances and investment in subsidiary partnerships		~~1,229,204~~0			1,229,204	~~6,929,305~~
Other assets		166,299			166,299	~~137,511~~
Total assets	$	61,~~439~~532,~~320~~593		$	$6,439,320	~~9,885,492~~
LIABILITIES AND PARTNERS’ CAPITAL
Other liabilities	$	5270,~~290~~146		$	$52,290	~~7,292~~
Due to general partners and affiliates		94,~~622~~676,~~432~~398			9,622,432	~~14,006,563~~
Total liabilities		94,~~674~~746,~~722~~544			9,674,722	~~14,013,855~~
Partners’ (deficit) capital*		(3,235,402	)			(4,128,363	)
Partners’ (deficit) capital		(3,213,951	)		(3,235,402	)
Total liabilities and partners’ capital	$	61,~~439~~532,~~320~~593		$	$6,439,320	~~9,885,492~~

Investments in subsidiary partnerships are recorded in accordance with the equity method of accounting, wherein the investments are not reduced below zero. Accordingly, partners’ capital on the consolidated balance sheet will differ from partners’ capital shown above.

* Condensed partners’- ~~(deficit)~~70 ~~capital includes $0 and $427,758 of related party income at March 31, 2009 and 2008, respectively.~~-

- 77 -

INDEPENDENCE TAX CREDIT PLUS L.P.

SCHEDULE I

CONDENSED FINANCIAL INFORMATION OF REGISTRANT

(NOT INCLUDING CONSOLIDATED SUBSIDIARY PARTNERSHIPS)

CONDENSED STATEMENTS OF OPERATIONS

	Years Ended March 31,
	2009			2008
	2010			2009
Revenues	$	5216,~~711~~657		$	2452,~~695~~711
Expenses
Administrative and management		~~258~~169,~~655~~713			~~241~~258,~~765~~655
Administrative and management-related parties		~~986~~502,~~875~~059			1986,~~050,166~~875
Total expenses		1671,~~245,530~~772			1,~~291~~245,~~931~~530
Loss from operations		(1655,~~192,819~~115	)		(1,~~267~~192,~~236~~819	)
Gain on sale of investments in subsidiary partnerships		6,169,515			1,053,008
(Loss) gain on sale of investments in subsidiary partnerships		(10,489,922	)		6,169,515
Distribution income of subsidiary partnerships in excess of investments		~~35,699~~0			3235,~~972~~699
Equity in loss of subsidiary partnerships*		(7,870,958	)		(7,576,450	)
Equity in income (loss) of subsidiary partnerships*		9,658,217			(7,870,958	)
Net loss	$	(21,~~858~~486,~~563~~820	)	$	(72,~~757~~858,~~706~~563	)
* Includes suspended prior year losses of investments in accordance with equity method of accounting amounting to $(3,079,933) and $(2,458,754) as of March 31, 2009 and 2008, respectively.
* Includes suspended prior year losses of investments in accordance with equity method of accounting amounting to $(1,455,094) and $(3,079,933) as of March 31, 2010 and 2009, respectively.

- 78 71 -

INDEPENDENCE TAX CREDIT PLUS L.P.

SCHEDULE I

CONDENSED FINANCIAL INFORMATION OF REGISTRANT

(NOT INCLUDING CONSOLIDATED SUBSIDIARY PARTNERSHIPS)

CONDENSED STATEMENTS OF CASH FLOWS

	Years Ended March 31,
	2009			2008
	2010				2009
Cash flows from operating activities:
Net loss	$	(21,~~858~~486,~~563~~820	)	$	~~(7,757,706~~$	)(2,858,563	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Adjustments to reconcile net loss to net cash used in operating activities:
Gain on sale of investments		(6,169,515	)		(1,053,008	)
Loss (gain) on sale of investments		10,489,922				(6,169,515	)
Distribution income of subsidiary partnerships in excess of investments		~~(35,699~~0	)		~~(32,972~~	)(35,699	)
Equity in loss of subsidiary partnerships		7,870,958			7,576,450
Equity in income (loss) of subsidiary partnerships		(9,658,237	)			7,870,958
Increase in other assets		(61,195	)		(12,625	)
Decrease (increase) in other assets		170,019				(61,195	)
(Decrease) increase in other liabilities		44,998			2,597
Increase in other liabilities		17,856				44,998
Increase in due to general partner and affiliates		(4,384,131	)		(2,183,590	)
Decrease in due to general partner and affiliates		(4,946,034	)			(4,384,131	)
Total adjustments		(23,~~734~~926,~~584~~474	)		~~4,296,852~~	(2,734,584	)
Net cash used in operating activities		(5,~~593~~413,~~147~~294	)		~~(3,460,854~~	)(5,593,147	)
Cash flows from investing activities:
Proceeds from sale of investments in subsidiary partnerships		4227,~~029,430~~500			~~5,000,508~~	4,029,430
Decrease in cash held in escrow-purchase price payments		0			8,607
Distributions from subsidiary partnerships		0				107,334
Investment in subsidiary partnerships		0			(8,607	)
Contribution-General Partner – Partnership management fees		1,508,271				3,751,524
Distributions from subsidiary partnerships		107,334			2,078,010
Advances to subsidiary partnerships		0				(70,000	)
Contribution-General Partner – Partnership management fees		3,751,524			0
Net cash provided by investing activities		1,735,771				7,818,288
Advances to subsidiary partnerships		(70,000	)		(830,254	)
Net (decrease) increase in cash and cash equivalents		(3,677,523	)			2,225,141
Net cash provided by investing activities		7,818,288			6,248,264
Cash and cash equivalents, beginning of year		5,043,817				2,818,676
Net increase in cash and cash equivalents		2,225,141			2,787,410
Cash and cash equivalents, end of year	$	1,366,294			$	5,043,817
Cash and cash equivalents, beginning of year		2,818,676			31,266
Cash and cash equivalents, end of year	$	5,043,817		$	2,818,676

- 79 72 -

INDEPENDENCE TAX CREDIT PLUS L.P.

AND SUBSIDIARIES

SCHEDULE III

REAL ESTATE AND ACCUMULATED DEPRECIATION

Partnership Property Pledged as Collateral

MARCH 31, ~~2009~~ 2010

Description	Encumbrances		Initial Cost to Partnership				Cost Capitalized Subsequent to Acquisition: Improvements			Land		Buildings and Improvements		Total		Accumulated Depreciation		Year of Construction/ Renovation	Date Acquired	Life on which Depreciation in Latest Income Statement is Computed*
			Land		Buildings and Improvements
Apartment Complexes
Harbor Court Limited Partnership (d)
Staten Island, NY	$	0	$	137,450	$	1,007,966	$	(1,145,416	)	$	0	$	0	$	0	$	0	1991	Dec. 1991	27.5	years
Old Public Limited Partnership (e)
Lawrenceburg, TN		0		10,000		1,713,310		(1,723,310	)		0		0		0		0	1991	Dec. 1991	27.5	years
Lancaster Terrace Limited Partnership (f)
Salem, OR		0		161,269		3,679,601		(3,840,870	)		0		0		0		0	1992	Feb. 1992	15-27.5	years
655 North Street Limited Partnership
Baton Rouge, LA		4,~~560~~379,~~344~~659		125,500		3,040,980		6,236,976			127,751		9,275,705		9,403,456		5,~~351~~728,~~650~~002	1992	Mar. 1992	27.5	years
Landreth Venture (f)
Philadelphia, PA		0		1,761		5,903,337		(5,905,098	)		0		0		0		0	1992	Mar. 1992	40	years
Homestead Apartments Associates Ltd. (b)(d)
Homestead, FL		0		329,402		0		(329,402	)		0		0		0		0	1992	Mar. 1992	40	years
Bethel Villa Associates, L.P. (f)
Wilmington, DE		0		270,000		5,969,354		(6,239,354	)		0		0		0		0	1992	Apr. 1992	27.5	years
West Diamond Street Associates (g)
Philadelphia, PA		0		30,829		3,444,649		(3,475,478	)		0		0		0		0	1992	May 1992	40	years
Susquehanna Partners (f)
Philadelphia, PA		0		16,000		0		(16,000	)		0		0		0		0	1992	May 1992	20-40	years
Boston Bay Limited Partnership
Boston, MA		1,~~843~~668,~~993~~140		440,000		4,143,758		~~900~~909,~~245~~733			441,585		5,~~042~~051,~~418~~906		5,~~484~~493,~~003~~491		3,~~101~~277,~~276~~738	1991	Aug. 1992	27.5	years
Morrant Bay Limited Partnership
Boston, MA		2,~~718~~449,~~056~~389		650,000		5,522,250		1,~~485~~528,~~897~~193			651,585		7,~~006~~048,~~562~~858		7,~~658~~700,~~147~~443		4,~~164~~412,~~587~~878	1991	Aug. 1992	27.5	years
Hope Bay Limited Partnership
Boston, MA		1,~~059~~003,~~636~~853		225,000		1,435,185		~~697~~718,~~388~~416			226,585		2,~~130~~152,~~988~~016		2,~~357~~378,~~573~~601		1,~~282~~356,~~293~~919	1991	Aug. 1992	27.5	years
Lares Apartments Limited Partnership (f)
Lares, PR		0		137,000		0		(137,000	)		0		0		0		0	1992	Aug. 1992	40	years
Lajas Apartments Limited Partnership (f)
Lajas, PR		0		110,090		4,952,929		(5,063,019	)		0		0		0		0	1992	Aug. 1992	40	years
Arlington-Rodeo Properties
Los Angeles, CA		3,543,123		624,052		0		52,~~094~~437,~~391~~510			625,637		52,~~092~~435,~~806~~925		53,~~718~~061,~~443~~562		2,~~285~~418,~~871~~369	1992	Aug. 1992	27.5	years
Conifer Bateman Associates (f)
Lowville, NY		0		15,000		2,525,729		(2,540,729	)		0		0		0		0	1990	Aug. 1992	15-27.5	years
Hampden Hall Associates, L.P. (c)
St. Louis, MO		0		0		0		0			0		0		0		0	1992	Sep. 1992	27.5	years
Chester Renaissance Associates
Chester, PA		~~839~~827,~~350~~600		33,667		168,333		1722,~~826,~~960			42,153		1882,~~986,~~807		2924,~~028,~~960		~~792~~852,~~813~~495	1992	Sep. 1992	40	years
Homestead Apartments II, LTD. (h)
Homestead Apartments II, LTD. (h)(k)
Homestead, FL		3,~~168~~129,~~774~~354		338,966		0		53,~~287~~680,011			340,551		53,~~285~~678,426		54,~~625~~018,977		2,095,859	1992	Oct. 1992	40	years
P.S. 157 Associates, L.P. (a)(b)
New York, NY		0		36,500		9,350,642		(9,388,727	)		0		0		0		0	1992	Nov. 1992	40	years
Cloisters Limited Partnership II
Cloisters Limited Partnership II (k)
Philadelphia, PA		0		35,160		0		791,153			36,745		789,568		826,313		~~141~~142,~~633~~937	1992	Nov. 1992	40	years
Creative Choice Homes II, LTD. (h)
Creative Choice Homes II, LTD. (i)
Opa-Locka, FL		~~5,417,230~~0		0		0		~~22,843,733~~0			~~574,637~~0		~~22,269,096~~0		~~22,843,733~~0		~~7,965,919~~0	1988	Dec. 1992	40	years
Milford Crossing Associates L.P. (**)
Milford, DE		2,~~300~~263,~~044~~631		203,006		0		43,~~392~~082,233			115,519		43,~~479~~169,720		43,~~595~~285,239		2,~~639~~792,~~890~~730	1992	Dec. 1992	27.5	years
BX-7F Associates, L.P. (c)
Bronx, NY		0		4		5,705,064		(5,705,068	)		0		0		0		0	1993	Jan. 1993	40	years

- 80 73 -

INDEPENDENCE TAX CREDIT PLUS L.P.

AND SUBSIDIARIES

SCHEDULE III

REAL ESTATE AND ACCUMULATED DEPRECIATION

Partnership Property Pledged as Collateral

MARCH 31, ~~2009~~ 2010

(continued)

Description

Encumbrances

Initial Cost to Partnership

Cost

Capitalized

Subsequent to

Acquisition:

Improvements

Land

Buildings and

Improvements

Total

Accumulated

Depreciation

Year of

Construction/

Renovation

Date

Acquired

Life on which

Depreciation in

Latest Income

Statement is

Computed*

Land

Buildings and

Improvements

BX-7F Associates, L.P. (c)
Bronx, NY		0			4			5,705,064			(5,705,068	)		0			0			0			0		1993	Jan. 1993	40	years
Los Angeles Limited Partnership
Rio Piedras, PR		3,~~841~~800,~~305~~856			201,210			0			6,~~734~~766,~~959~~210			203,384			6,~~732~~764,~~785~~036			6,~~936~~967,~~169~~420			2,~~555~~728,~~132~~094		1994	Apr.1993	40	years
Christine Apartments, L.P. (f)
Buffalo, NY		0			10,000			2,351,072			(2,361,073	)		0			0			0			0		1993	June 1993	27.5	years
Plainsboro Housing Partners, L.P. (f)
Plainsboro, NJ		0			800,000			0			(800,000	)		0			0			0			0		1994	July 1993	27.5	years
Rolling Green Associates, L.P. (h)
Rolling Green Associates, L.P. (j)
Syracuse, NY		~~10,662,500~~0			180,000			19,583,101			2(19,~~597~~763,~~893~~101	)		~~182,174~~0			~~22,178,820~~0			~~22,360,994~~0			~~11,753,637~~0		1992	Oct. 1993	27.5	years
Less: Discontinued operations		(193,~~248~~129,~~504~~354	)		(2,~~584~~619,~~271~~431	)		(66,186,754	)		1763,~~941~~962,~~907~~481			(1377,~~097,362~~296	)		(494,~~733~~467,~~342~~994	)		(504,~~830~~845,~~704~~290	)		(212,~~815~~238,~~412~~792	)
	$	2019,~~705~~936,~~851~~251		$	2,~~537~~502,~~595~~435		$	14,310,506		$	2822,~~160~~402,~~202~~231		$	2,~~470~~434,~~944~~199		$	4236,~~537~~780,~~359~~973		$	4539,~~008~~215,~~303~~172		$	2223,~~315~~567,~~148~~229
* Personal property is depreciated over the estimated useful life ranging from 3 to 10 years. ** During the year ended December 31, 1997, the Partnership sold a parcel of land for $210,000 to an entity with a member who is also the general partner of the Partnership. (a) The Partnership’s Local Partnership interest in this Local Partnership was sold during the fiscal year ended March 31, 2007. See Note 10 in Item 8, Financial Statements and Supplementary Data. (b) This Property is included in discontinued operations for the year ended March 31, 2007. See Note 14 in Item 8, Financial Statements and Supplementary Data. (c) The Partnership’s Local Partnership interest in this Local Partnership was sold during the fiscal year ended March 31, 2008. See Note 10 in Item 8, Financial Statements and Supplementary Data. (d) The Property and the related assets and liabilities were sold during the fiscal year ended March 31, 2008. See Note 10 in Item 8, Financial Statements and Supplementary Data. (e) The deed to the Property and related assets and liabilities were transferred during the fiscal year ended March 31, 2008. See Note 10 in Item 8, Financial Statements and Supplementary Data. (f) The Partnership’s Local Partnership interest in this Local Partnership was sold during the fiscal year ended March 31, 2009. See Note 10 in Item 8, Financial Statements and Supplementary Data. (g) The Property and the related assets and liabilities were sold during the fiscal year ended March 31, 2009. See Note 10 in Item 8, Financial Statements and Supplementary Data. (h) This Property is included in discontinued operations for the year ended March 31, 2009. See Note 11 in Item 8, Financial Statements and Supplementary Data.
Personal property is depreciated over the estimated useful life ranging from 3 to 10 years. *During the year ended December 31, 1997, the Partnership sold a parcel of land for $210,000 to an entity with a member who is also the general partner of the Partnership. (a)The Partnership’s Local Partnership interest in this Local Partnership was sold during the fiscal year ended March 31, 2007. See Note 10 in Item 8, Financial Statements and Supplementary Data. (b)This Property is included in discontinued operations for the year ended March 31, 2007. See Note 14 in Item 8, Financial Statements and Supplementary Data. (c)The Partnership’s Local Partnership interest in this Local Partnership was sold during the fiscal year ended March 31, 2008. See Note 10 in Item 8, Financial Statements and Supplementary Data. (d)The Property and the related assets and liabilities were sold during the fiscal year ended March 31, 2008. See Note 10 in Item 8, Financial Statements and Supplementary Data. (e)The deed to the Property and related assets and liabilities were transferred during the fiscal year ended March 31, 2008. See Note 10 in Item 8, Financial Statements and Supplementary Data. (f)The Partnership’s Local Partnership interest in this Local Partnership was sold during the fiscal year ended March 31, 2009. See Note 10 in Item 8, Financial Statements and Supplementary Data. (g)The Property and the related assets and liabilities were sold during the fiscal year ended March 31, 2009. See Note 10 in Item 8, Financial Statements and Supplementary Data. (h)This Property is included in discontinued operations for the year ended March 31, 2009. See Note 11 in Item 8, Financial Statements and Supplementary Data. (i)The Partnership’s Local Partnership interest in this Local Partnership was sold during the fiscal year ended March 31, 2010. See Note 10 in Item 8, Financial Statements and Supplementary Data. (j)The Property and the related assets and liabilities were sold during the fiscal year ended March 31, 2010. See Note 10 in Item 8, Financial Statements and Supplementary Data. (k)This Property is included in discontinued operations for the fiscal year ended March 31, 2010. See Note 11 in Item 8, Financial Statements and Supplementary Data.

- 81 74 -

INDEPENDENCE TAX CREDIT PLUS L.P.

AND SUBSIDIARIES

SCHEDULE III

REAL ESTATE AND ACCUMULATED DEPRECIATION

Partnership Property Pledged as Collateral

MARCH 31, ~~2009~~ 2010

(continued)

	Cost of Property and Equipment						Accumulated Depreciation
	Years Ended March 31,
	2009			2008			2009			2008
	2010			2009			2010			2009
Balance at beginning of period	$	~~140~~45,~~177~~008,~~103~~303		$	~~171~~140,~~240~~177,~~385~~103		$	6122,~~526~~315,~~197~~148		$	7061,~~978~~526,~~449~~197
Additions during period:
Improvements		1823,~~414,288~~743			1,~~211~~414,~~078~~288
Depreciation expense								1,~~615~~393,~~050~~715			51,~~283~~615,~~566~~050
Deductions during period:
Discontinued operations, dispositions, and impairments		(966,~~583~~616,~~088~~874	)		(3296,~~274~~583,~~360~~088	)		(40141,~~826,099~~634	)		(1440,~~735~~826,~~818~~099	)
Balance at close of period	$	4539,~~008~~215,~~303~~172		$	~~140~~45,~~177~~008,~~103~~303		$	2223,~~315~~567,~~148~~229		$	6122,~~526~~315,~~197~~148

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

- 82 75 -

Filing Compare · INDEPENDENCE TAX CREDIT PLUS PROGRAM