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EX-31 - BCTC I DECEMBER 2009 CERTIFICATION 302 - BOSTON CAPITAL TAX CREDIT FUND LTD PARTNERSHIPb11209cert302jpm.htm
EX-32 - BCTC I DECEMBER 2009 CERTIFICATION 906 - BOSTON CAPITAL TAX CREDIT FUND LTD PARTNERSHIPb11209cert906mnt.htm
EX-32 - BCTC I DECEMBER 2009 CERTIFICATION 906 - BOSTON CAPITAL TAX CREDIT FUND LTD PARTNERSHIPb11209cert906jpm.htm
EX-31 - BCTC I DECEMBER 2009 CERTIFICATION 302 - BOSTON CAPITAL TAX CREDIT FUND LTD PARTNERSHIPb11209cert302mnt.htm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

(X)   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934.

      For the quarterly period ended December 31, 2009

                                             or

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

For the transition period from _______ to _______

Commission file number        0-17679

BOSTON CAPITAL TAX CREDIT FUND LIMITED PARTNERSHIP.
(Exact name of registrant as specified in its charter)

Delaware

04-3006542

(State or other jurisdiction

(I.R.S. Employer

of incorporation or organization)

Identification No.)

One Boston Place, Suite 2100, Boston, Massachusetts  02108
(Address of principal executive offices)           (Zip Code)

                   (617) 624-8900                   

(Registrant's telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

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 ý

No o

Indicate by check mark whether the registrant has submitted electronically and

posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes 

No 

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 definition 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

Smaller reporting company ý

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o

No ý

BOSTON CAPITAL TAX CREDIT FUND LIMITED PARTNERSHIP

QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTER ENDED
DECEMBER 31, 2009

TABLE OF CONTENTS
FOR THE QUARTER ENDED DECEMBER 31, 2009

Part I. Financial information

Item 1. FINANCIAL STATEMENTS

Balance Sheets 4

Balance Sheets Series 1 5

Balance Sheets Series 2 6

Balance Sheets Series 3 7

Balance Sheets Series 4 8

Balance Sheets Series 5 9

Balance Sheets Series 6 10

Statements of Operations three months 11

Three Months Operations Series 1 *

Three Months Operations Series 2 *

Three Months Operations Series 3 *

Three Months Operations Series 4 15

Three Months Operations Series 5 16

Three Months Operations Series 6 17

Statements of Operations NINE months 18

Nine Months Operations Series 1 19

Nine Months Operations Series 2 20

Nine Months Operations Series 3 21

Nine Months Operations Series 4 22

Nine Months Operations Series 5 23

Nine Months Operations Series 6 24

STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DeFICIT) 25

Partners' Capital (Deficit) Series 1 26

Partners' Capital (Deficit) Series 2 26

Partners' Capital (Deficit) Series 3 27

Partners' Capital (Deficit) Series 4 27

Partners' Capital (Deficit) Series 5 28

Partners' Capital (Deficit) Series 6 28

Statements of Cash Flows 29

Cash Flows Series 1 *

Cash Flows Series 2 31

Cash Flows Series 3 32

Cash Flows Series 4 33

Cash Flows Series 5 34

Cash Flows Series 6 35











 

 

 

 

BOSTON CAPITAL TAX CREDIT FUND LIMITED PARTNERSHIP

QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTER ENDED DECEMBER 31, 2009

TABLE OF CONTENTS (CONTINUED)

Notes to Financial Statements 36

Note A Organization 36

Note B Accounting *

Note C Related Party Transactions 37

Note D Investments 39

COMBINED STATEMENTS OF OPERATION 41

Combined Statements Series 1 42

Combined Statements Series 2 43

Combined Statements Series 3 44

Combined Statements Series 4 45

Combined Statements Series 5 46

Combined Statements Series 6 47

Note E Taxable Loss 48

Note F Plan of Liquidation 48

Note G Subsequent Event 48

Item 2. Management's Discussion and Analysis of Financial Condition and

Results of Operations 49

Liquidity 49

Capital Resources 50

Results of Operations 51

Principal Accounting Policies 63

Recent Accounting Changes 64

Item 3. Quantitative and Qualitative Disclosures About Market Risk 66

Item 4T. Controls and Procedures 66

Part II Other Information 67

Item 1. Legal Proceedings 67

Item 1A. Risk Factors 67

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 67

Item 3. Defaults Upon Senior Securities 67

Item 4. Submission of Matters to a Vote of Security Holders 67

Item 5. Other Information 67

Item 6. Exhibits 67

Signatures 68

 

 

 

 

 

 

 

 

 

 

Boston Capital Tax Credit Fund Limited Partnership

BALANCE SHEETS

 

 

 

December 31,

2009

(Unaudited)

March 31,

2009

(Audited)

ASSETS

Cash and cash equivalents

$  3,219,732

$  3,297,198

 



 

$  3,219,732

$  3,297,198

 

 

 

LIABILITIES

 

 

 

 

 

Accounts payable

$     15,000

$      1,616

Accounts payable affiliates (note C)

  5,376,517

  6,176,975

 

 

 

PARTNERS' CAPITAL (DEFICIT)

 

 

 

 

 

Assignees
  
  Units of limited partnership 
   interest, $10 stated value per
   BAC; 10,000,000 authorized BACs;
   9,800,600 issued and outstanding 






(1,372,339)






(2,061,821)

General Partner

  (799,446)

  (819,572)

 

(2,171,785)

(2,881,393)

 

$  3,219,732

$  3,297,198

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of this statement

 

 

Boston Capital Tax Credit Fund Limited Partnership

BALANCE SHEETS

Series 1

 

 

 

December 31,

2009

(Unaudited)

March 31,

2009

(Audited)

ASSETS

Cash and cash equivalents

$      46,434

$     53,723

 

 

 

 

$      46,434

$     53,723

 

 

 

LIABILITIES

 

 

 

 

 

Accounts payable

$           -

$          -

Accounts payable affiliates (note C)

   2,598,974

  2,578,218

 

 

 

PARTNERS' CAPITAL (DEFICIT)

 

 

 

 

 

Assignees
  
  Units of limited partnership 
   interest, $10 stated value per
   BAC; 10,000,000 authorized BACs;
   1,299,900 issued and outstanding 






(2,414,182)






(2,386,417)

General Partner

   (138,358)

   (138,078)

 

 (2,552,540)

 (2,524,495)

 

$      46,434

$      53,723

 

 

 

 

 

 



The accompanying notes are an integral part of this statement

 

 

 

Boston Capital Tax Credit Fund Limited Partnership

BALANCE SHEETS

Series 2

 

 

 

December 31,

2009

(Unaudited)

March 31,

2009

(Audited)

ASSETS

Cash and cash equivalents

$  1,109,332

$ 1,108,583

 

 

 

 

$  1,109,332

$ 1,108,583

 

 

 

LIABILITIES

 

 

 

 

 

Accounts payable

$          -

$         -

Accounts payable affiliates (note C)

          -

         -

 

 

 

PARTNERS' CAPITAL (DEFICIT)

 

 

 

 

 

Assignees
  
Units of limited partnership 
   interest, $10 stated value per
   BAC; 10,000,000 authorized BACs;
   830,300 issued and outstanding 






1,164,451






1,163,709

General Partner

   (55,119)

  (55,126)

 

  1,109,332

 1,108,583

 

$  1,109,332

$ 1,108,583

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of this statement

 

 

 

Boston Capital Tax Credit Fund Limited Partnership

BALANCE SHEETS

Series 3

 

 

 

December 31,

2009

(Unaudited)

March 31,

2009

(Audited)

ASSETS

Cash and cash equivalents


$    132,673


$   140,154

 

 

 

 

$    132,673

$   140,154

 

 

 

LIABILITIES

 

 

 

 

 

Accounts payable

$          -

$         -

Accounts payable affiliates (note C)

  2,777,543

 2,792,582

 

 

 

PARTNERS' CAPITAL (DEFICIT)

 

 

 

 

 

Assignees
  
Units of limited partnership 
   interest, $10 stated value per
   BAC; 10,000,000 authorized BACs;
   2,882,200 issued and outstanding 






(2,385,604)






(2,393,086)

General Partner

  (259,266)

  (259,342)

 


(2,644,870)


(2,652,428)

 


$    132,673


$    140,154

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of this statement

 

 

 

Boston Capital Tax Credit Fund Limited Partnership

BALANCE SHEETS

Series 4

 

 

 

December 31,

2009

(Unaudited)

March 31,

2009

(Audited)

ASSETS

Cash and cash equivalents

$  1,451,321

$    136,149

 

 

 

 

$  1,451,321

$    136,149

 

 

 

LIABILITIES

 

 

 

 

 

Accounts payable

$     15,000

$          -

Accounts payable affiliates (note C)

          -

    806,175

 

 

 

PARTNERS' CAPITAL (DEFICIT)

 

 

 

 

 

Assignees
  
Units of limited partnership 
   interest, $10 stated value per
   BAC; 10,000,000 authorized BACs;
   2,995,300 issued and outstanding 






1,670,121






(415,163)

General Partner

  (233,800)

  (254,863)

 

  1,436,321

  (670,026)

 

$  1,451,321

$    136,149

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of this statement

 

 

 

Boston Capital Tax Credit Fund Limited Partnership

BALANCE SHEETS

Series 5

 

 

 

December 31,

2009

(Unaudited)

March 31,

2009

(Audited)

ASSETS

Cash and cash equivalents

$    479,972

$     502,872

 

 

 

 

$    479,972

$     502,872

 

 

 

LIABILITIES

 

 

 

 

 

Accounts payable

$          -

$           -

Accounts payable affiliates (note C)

          -

           -

 

 

 

PARTNERS' CAPITAL (DEFICIT)

 

 

 

 

 

Assignees
  
Units of limited partnership 
   interest, $10 stated value per
   BAC; 10,000,000 authorized BACs;
   489,900 issued and outstanding 






516,886






539,557

General Partner

   (36,914)

    (36,685)

 

    479,972

     502,872

 

$    479,972

$     502,872

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of this statement

 

 

 

Boston Capital Tax Credit Fund Limited Partnership

BALANCE SHEETS

Series 6

 

 

 

December 31,

2009

(Unaudited)

March 31,

2009

(Audited)

ASSETS

Cash and cash equivalents

$          -

$  1,355,717

 

 

 

 

$          -

$  1,355,717

 

 

 

LIABILITIES

 

 

 

 

 

Accounts payable

$          -

$      1,616

Accounts payable affiliates (note C)

          -

          -

 

 

 

PARTNERS' CAPITAL (DEFICIT)

 

 

 

 

 

Assignees
  
Units of limited partnership 
   interest, $10 stated value per
   BAC; 10,000,000 authorized BACs;
   1,303,000 issued and outstanding 






75,989






1,429,579

General Partner

   (75,989)

   (75,478)

 

          -

  1,354,101

 

$          -

$  1,355,717

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of this statement

 

Boston Capital Tax Credit Fund Limited Partnership

STATEMENTS OF OPERATIONS


Three Months Ended December 31,
(Unaudited)

 


     2009


     2008

 

 

 

 

 

Income

 

 

 

 

  Interest income

$     2,238

 

$     4,424

 

  Miscellaneous income

         -

 

     3,223

 

 

     2,238

 

     7,647

 

Share of income from Operating
  Partnerships(Note D)


 2,135,958

 


   154,099

 

 

 

 

 

 

Expenses

 

 

 

 

  Professional fees

9,199

 

9,893

 

  Partnership management fees (Note C)

29,667

 

(5,636)

 

  General and administrative fees

    53,791

 

    26,206

 

  


    92,657

 


    30,463

 

 

 

 

 

 

  NET INCOME (LOSS)

$ 2,045,539

 

$   131,283

 

 

 

 

 

 

Net income (loss) allocated to assignees

$ 2,025,083

 

$   129,970

 

 

 

 

 

 

Net income (loss) allocated to general partner


$    20,456

 


$     1,313

 

 

 

 

 

 

Net income (loss) per BAC

$       .21

 

$       .01

 

 

 

 

 

 







The accompanying notes are an integral part of this statement

 

Boston Capital Tax Credit Fund Limited Partnership

STATEMENTS OF OPERATIONS

Three Months Ended December 31,

(Unaudited)

Series 1


     2009


     2008

 

 

 

 

 

Income

 

 

 

 

  Interest income

$         31

 

$        162

 

Miscellaneous income

          -

 

          -

 

         31

        162

Share of income from Operating
  Partnerships(Note D)

          -

          -

 

 

 

 

 

Expenses

 

 

 

 

  Professional fees

1,324

 

1,523

 

  Partnership management fees (Note C)    

3,756

 

5,016

 

  General and administrative fees

      3,176

 

      3,820

 

  


      8,256

 


     10,359

 

 

 

 

 

 

  NET INCOME (LOSS)

$    (8,225)

 

$   (10,197)

 

 

 

 

 

 

Net income (loss) allocated to assignees

$    (8,143)

 

$   (10,095)

 

 

 

 

 

 

Net income (loss) allocated to general partner


$       (82)

 


$      (102)

 

 

 

 

 

 

Net income (loss) per BAC

$      (.01)

 

$      (.01)

 

 

 

 

 

 

 












The accompanying notes are an integral part of this statement

 

 

Boston Capital Tax Credit Fund Limited Partnership

STATEMENTS OF OPERATIONS

Three Months Ended December 31,

(Unaudited)

Series 2


     2009


     2008

 

 

 

 

Income

 

 

 

 Interest income

$        752

$      2,133

 

 Miscellaneous income

          -

          -

 

 


        752


      2,133

 

Share of income from Operating
  Partnerships(Note D)

          -

          -

 

 

 

 

Expenses

 

 

 

 Professional fees

1,066

1,482

 

 Partnership management fees (Note C)

5,302

5,303

 

 General and administrative fees

      2,513

      2,978

 

 


      8,881


      9,763

 

 

 

 

 

  NET INCOME (LOSS)

$    (8,129)

$    (7,630)

 

 

 

 

 

Net income (loss) allocated to assignees

$    (8,048)

$    (7,554)

 

 

 

 

 

Net income (loss) allocated to general partner


$       (81)


$       (76)

 

 

 

 

 

Net income (loss) per BAC

$      (.01)

$      (.01)

 

 

 

 

 















The accompanying notes are an integral part of this statement

 

Boston Capital Tax Credit Fund Limited Partnership

STATEMENTS OF OPERATIONS

Three Months Ended December 31,
(Unaudited)

Series 3


      2009


       2008

 

 

 

 

 

Income

 

 

 

 

  Interest income

$         99

 

$        280

 

  Miscellaneous income

          -

 

          -

 

 

         99

 

        280

 

Share of income from Operating
  Partnerships(Note D)


          -


     44,558

 

 

 

 

 

 

Expenses

 

 

 

 

  Professional fees

2,396

 

2,091

 

  Partnership management fees (Note C)

10,215

 

16,655

 

  General and administrative expenses

      5,511

 

      7,200

 

  


     18,122

 


     25,946

 

 

 

 

 

 

  NET INCOME (LOSS)

$   (18,023)

 

$     18,892

 

 

 

 

 

 

Net income (loss) allocated to assignees

$   (17,843)

 

$     18,703

 

 

 

 

 

 

Net income (loss) allocated to general partner


$      (180)

 


$        189

 

 

 

 

 

 

Net income (loss) per BAC

$      (.01)

 

$        .01

 

 

 

 

 

 

 







The accompanying notes are an integral part of this statement

 

Boston Capital Tax Credit Fund Limited Partnership

STATEMENTS OF OPERATIONS

Three Months Ended December 31,

(Unaudited)

Series 4


      2009


       2008

 

 

 

 

 

Income

 

 

 

 

  Interest income

$       740

 

$       276

 

  Miscellaneous income

         -

 

         -

 

 

       740

 

       276

 

Share of income from Operating
  Partnerships(Note D)

 2,135,958

    40,978

 

 

 

 

 

Expenses

 

 

 

 

  Professional fees

2,500

 

1,935

 

  Partnership management fees (Note C)

6,621

 

11,631

 

  General and administrative fees

     4,782

 

     6,309

 

  


    13,903

 


    19,875

 

 

 

 

 

 

  NET INCOME (LOSS)

$ 2,122,795

 

$    21,379

 

 

 

 

 

 

Net income (loss) allocated to assignees

$ 2,101,567

 

$    21,165

 

 

 

 

 

 

Net income (loss) allocated to general partner


$    21,228

 


$       214

 

 

 

 

 

 

Net income (loss) per BAC

$       .70

 

$       .01

 

 

 

 

 

 

 











The accompanying notes are an integral part of this statement

 

Boston Capital Tax Credit Fund Limited Partnership

STATEMENTS OF OPERATIONS

Three Months Ended December 31,
(Unaudited)

Series
5


      2009


       2008

 

 

 

Income

 

 

  Interest income

$        326

$      1,251

  Miscellaneous income

          -

          -

 

        326

      1,251

Share of income from Operating
  Partnerships(Note D)

          -

          -

 

 

 

Expenses

 

 

  Professional fees

780

1,387

  Partnership management fees (Note C)

3,773

3,773

  General and administrative fees

      2,062

      2,376

  


      6,615


      7,536

 

 

 

  NET INCOME (LOSS)

$    (6,289)

$    (6,285)

 

 

 

Net income (loss) allocated to assignees

$    (6,226)

$    (6,222)

 

 

 

Net income (loss) allocated to general partner


$       (63)


$       (63)

Net income (loss) per BAC

$      (.01)

$      (.01)

 

 

 

















The accompanying notes are an integral part of this statement

 

Boston Capital Tax Credit Fund Limited Partnership

STATEMENTS OF OPERATIONS

Three Months Ended December 31,

(Unaudited)

Series 6


      2009


       2008

 

 

 

 

 

Income

 

 

 

 

  Interest income

$        290

 

$        322

 

  Miscellaneous income

          -

 

      3,223

 

 

        290

 

      3,545

 

Share of income from Operating
  Partnerships(Note D)

          -

     68,563

 

 

 

 

 

Expenses

 

 

 

 

  Professional fees

1,133

 

1,475

 

  Partnership management fees (Note C)

-

 

(48,014)

 

  General and administrative expenses

     35,747

 

      3,523

 

  


     36,880

 


   (43,016)

 

 

 

 

 

 

  NET INCOME (LOSS)

$   (36,590)

 

$    115,124

 

 

 

 

 

 

Net income (loss) allocated to assignees

$   (36,224)

 

$    113,973

 

 

 

 

 

 

Net income (loss) allocated to general partner


$      (366)

 


$      1,151

 

Net income (loss) per BAC

$      (.03)

 

$        .09

 

 





 

 

 

 

 

The accompanying notes are an integral part of this statement

 

 

Boston Capital Tax Credit Fund Limited Partnership

STATEMENTS OF OPERATIONS


Nine Months Ended December 31,
(Unaudited)

 


     2009


     2008

 

 

 

 

 

Income

 

 

 

 

  Interest income

$     7,992

 

$    30,545

 

  Miscellaneous income

    23,618

 

    49,978

 

 

    31,610

 

    80,523

 

Share of income from Operating
  Partnerships(Note D)


 2,231,750

 


 1,370,907

 

 

 

 

 

 

Expenses

 

 

 

 

  Professional fees

77,892

 

94,870

 

  Partnership management fees (Note C)

77,214

 

59,188

 

  General and administrative fees

    95,646

 

    72,291

 

  


   250,752

 


   226,349

 

 

 

 

 

 

  NET INCOME (LOSS)

$ 2,012,608

 

$ 1,225,081

 

 

 

 

 

 

Net income (loss) allocated to assignees

$ 1,992,482

 

$ 1,212,831

 

 

 

 

 

 

Net income (loss) allocated to general partner


$    20,126

 


$    12,250

 

 

 

 

 

 

Net income (loss) per BAC

$       .20

 

$       .12

 

 

 

 

 

 







The accompanying notes are an integral part of this statement

 

Boston Capital Tax Credit Fund Limited Partnership

STATEMENTS OF OPERATIONS

Nine Months Ended December 31,
(Unaudited)

Series 1


      2009


      2008

 

 

 

 

 

Income

 

 

 

 

  Interest income

$        122

 

$        870

 

Miscellaneous income

         73

 

          -

 

        195

        870

Share of income from Operating
  Partnerships(Note D)

          -

          -

 

 

 

 

 

Expenses

 

 

 

 

  Professional fees

11,464

 

15,806

 

  Partnership management fees (Note C)    

7,459

 

15,891

 

  General and administrative fees

      9,317

 

     10,755

 

  


     28,240

 


     42,452

 

 

 

 

 

 

  NET INCOME(LOSS)

$   (28,045)

 

$   (41,582)

 

 

 

 

 

 

Net income (loss) allocated to assignees

$   (27,765)

 

$   (41,166)

 

 

 

 

 

 

Net income (loss) allocated to general partner


$      (280)

 


$      (416)

 

 

 

 

 

 

Net income (loss) per BAC

$      (.02)

 

$      (.03)

 

 

 

 

 

 

 

 












The accompanying notes are an integral part of this statement

 

 

Boston Capital Tax Credit Fund Limited Partnership

STATEMENTS OF OPERATIONS

Nine Months Ended December 31,
(Unaudited)

Series 2


     2009


     2008

 

 

 

 

Income

 

 

 

 Interest income

$      2,706

$      6,153

 

 Miscellaneous income

          -

          -

 

 


      2,706


      6,153

 

Share of income from Operating
  Partnerships(Note D)

     30,203

  1,066,415

 

 

 

 

Expenses

 

 

 

 Professional fees

11,155

13,244

 

 Partnership management fees (Note C)

13,364

(21,425)

 

 General and administrative fees

      7,641

      8,752

 

 


     32,160


        571

 

 

 

 

 

  NET INCOME(LOSS)

$        749

$  1,071,997

 

 

 

 

 

Net income (loss) allocated to assignees

$        742

$  1,061,277

 

 

 

 

 

Net income (loss) allocated to general partner


$          7


$     10,720

 

 

 

 

 

Net income (loss) per BAC

$        .00

$       1.28

 

 

 

 

 















The accompanying notes are an integral part of this statement

 

Boston Capital Tax Credit Fund Limited Partnership

STATEMENTS OF OPERATIONS

Nine Months Ended December 31,
(Unaudited)

Series 3


      2009


      2008

 

 

 

 

 

Income

 

 

 

 

  Interest income

$        357

 

$      1,301

 

  Miscellaneous income

         52

 

     37,036

 

 

        409

 

     38,337

 

Share of income from Operating
  Partnerships(Note D)


     62,941


     44,558

 

 

 

 

 

 

Expenses

 

 

 

 

  Professional fees

18,558

 

19,280

 

  Partnership management fees (Note C)

20,677

 

49,421

 

  General and administrative expenses

     16,557

 

     18,889

 

  


     55,792

 


     87,590

 

 

 

 

 

 

  NET INCOME(LOSS)

$      7,558

 

$    (4,695)

 

 

 

 

 

 

Net income (loss) allocated to assignees

$      7,482

 

$    (4,648)

 

 

 

 

 

 

Net income (loss) allocated to general partner


$         76

 


$       (47)

 

 

 

 

 

 

Net income (loss) per BAC

$        .00

 

$      (.00)

 

 

 

 

 

 

 







The accompanying notes are an integral part of this statement

 

Boston Capital Tax Credit Fund Limited Partnership

STATEMENTS OF OPERATIONS

Nine Months Ended December 31,
(Unaudited)


Series 4


      2009


      2008

 

 

 

 

 

Income

 

 

 

 

  Interest income

$       972

 

$     1,425

 

  Miscellaneous income

    23,493

 

    12,942

 

 

    24,465

 

    14,367

 

Share of income from Operating
  Partnerships(Note D)

 2,135,958

    40,978

 

 

 

 

 

Expenses

 

 

 

 

  Professional fees

14,656

 

18,627

 

  Partnership management fees (Note C)

24,732

 

37,174

 

  General and administrative fees

    14,688

 

    17,035

 

  


    54,076

 


    72,836

 

 

 

 

 

 

  NET INCOME(LOSS)

$ 2,106,347

 

$  (17,491)

 

 

 

 

 

 

Net income (loss) allocated to assignees

$ 2,085,284

 

$  (17,316)

 

 

 

 

 

 

Net income (loss) allocated to general partner


$    21,063

 


$     (175)

 

 

 

 

 

 

Net income (loss) per BAC

$       .70

 

$     (.01)

 

 

 

 

 

 

 











The accompanying notes are an integral part of this statement

 

Boston Capital Tax Credit Fund Limited Partnership

STATEMENTS OF OPERATIONS

Nine Months Ended December 31,
(Unaudited)

Series 5


      2009


      2008

 

 

 

Income

 

 

  Interest income

$      1,193

$      5,825

  Miscellaneous income

          -

          -

 

      1,193

      5,825

Share of income from Operating
  Partnerships(Note D)

      2,648

     67,673

 

 

 

Expenses

 

 

  Professional fees

9,682

11,738

  Partnership management fees (Note C)

10,982

4,372

  General and administrative fees

      6,077

      6,962

  


     26,741


     23,072

 

 

 

  NET INCOME(LOSS)

$   (22,900)

$     50,426

 

 

 

Net income (loss) allocated to assignees

$   (22,671)

$     49,922

 

 

 

Net income (loss) allocated to general partner


$      (229)


$        504

Net income (loss) per BAC

$      (.05)

$        .10

 

 

 

















The accompanying notes are an integral part of this statement

 

Boston Capital Tax Credit Fund Limited Partnership

STATEMENTS OF OPERATIONS

Nine Months Ended December 31,
(Unaudited)


Series 6


      2009


      2008

 

 

 

 

 

Income

 

 

 

 

  Interest income

$      2,642

 

$     14,971

 

  Miscellaneous income

          -

 

          -

 

 

      2,642

 

     14,971

 

Share of income from Operating
  Partnerships(Note D)

          -

    151,283

 

 

 

 

 

Expenses

 

 

 

 

  Professional fees

12,377

 

16,175

 

  Partnership management fees (Note C)

-

 

(26,245)

 

  General and administrative expenses

     41,366

 

      9,898

 

  


     53,743

 


      (172)

 

 

 

 

 

 

  NET INCOME(LOSS)

$   (51,101)

 

$    166,426

 

 

 

 

 

 

Net income (loss) allocated to assignees

$   (50,590)

 

$    164,762

 

 

 

 

 

 

Net income (loss) allocated to general partner


$      (511)

 


$      1,664

 

Net income (loss) per BAC

$      (.04)

 

$        .13

 

 





 

 

 

 

 

The accompanying notes are an integral part of this statement

 

Boston Capital Tax Credit Fund Limited Partnership

STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)

Nine Months Ended December 31, 2009

(Unaudited)



Assignees



General
Partner





Total

 

 

 

Partners' capital
(deficit)
  April 1, 2009



$(2,061,821)



$  (819,572)



$(2,881,393)

 

 

 

 

Distributions

(1,303,000)

-

(1,303,000)

 

 

 

 

Net income (loss)

  1,992,482

     20,126

   2,012,608

 

 

 

 

Partners' capital
(deficit),
  December 31, 2009



$(1,372,339)



$  (799,446)



$(2,171,785)

 

 

 

 



























The accompanying notes are an integral part of this statement

 

 

Boston Capital Tax Credit Fund Limited Partnership

STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)

Nine Months Ended December 31, 2009

(Unaudited)

 


Assignees

General
Partner

Total

Series 1

 

 

 

Partners' capital
(deficit)
  April 1, 2009



$(2,386,417)



$  (138,078)



$(2,524,495)

 

 

 

 

Distributions

-

-

-

 

 

 

 

Net income (loss)

   (27,765)

      (280)

   (28,045)

 

 

 

 

Partners' capital
(deficit),
  December 31, 2009



$(2,414,182)



$  (138,358)



$(2,552,540)

 

 

 

 

 

 

 

 

Series 2

 

 

 

Partners' capital
(deficit)
  April 1, 2009



$  1,163,709



$   (55,126)



$  1,108,583

 

 

 

 

Distributions

-

-

-

 

 

 

 

Net income (loss)

        742

          7

        749

 

 

 

 

Partners' capital
(deficit),
  December 31, 2009



$  1,164,451



$   (55,119)



$  1,109,332

 

 

 

 













The accompanying notes are an integral part of these statements.

 

 

 

Boston Capital Tax Credit Fund Limited Partnership

STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)

Nine Months Ended December 31, 2009

(Unaudited)

 


Assignees

General
Partner

Total

Series 3

 

 

 

Partners' capital
(deficit)
  April 1, 2009



$(2,393,086)



$  (259,342)



$(2,652,428)

 

 

 

 

Distributions

-

-

-

 

 

 

 

Net income (loss)

      7,482

         76

     7,558

 

 

 

 

Partners' capital
(deficit),
  December 31, 2009



$(2,385,604)



$  (259,266)



$(2,644,870)

 

 

 

 

 

 

 

 

Series 4

 

 

 

Partners' capital
(deficit)
  April 1, 2009



$  (415,163)



$  (254,863)



$  (670,026)

 

 

 

 

Distributions

-

-

-

 

 

 

 

Net income (loss)

  2,085,284

     21,063

  2,106,347

 

 

 

 

Partners' capital
(deficit),
  December 31, 2009



$  1,670,121



$  (233,800)



$  1,436,321

 

 

 

 












 

The accompanying notes are an integral part of this statement

 

 

 

Boston Capital Tax Credit Fund Limited Partnership

STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)

Nine Months Ended December 31, 2009

(Unaudited)

 


Assignees

General
Partner

Total

Series 5

 

 

 

Partners' capital
(deficit)
  April 1, 2009



$    539,557



$   (36,685)



$    502,872

 

 

 

 

Distributions

-

-

-

 

 

 

 

Net income (loss)

   (22,671)

      (229)

   (22,900)

 

 

 

 

Partners' capital
(deficit),
  December 31, 2009



$    516,886



$   (36,914)



$    479,972

 

 

 

 

Series 6

 

 

 

Partners' capital
(deficit)
  April 1, 2009



$  1,429,579



$   (75,478)



$  1,354,101

 

 

 

 

Distributions

(1,303,000)

-

(1,303,000)

 

 

 

 

Net income (loss)

   (50,590)

      (511)

   (51,101)

 

 

 

 

Partners' capital
(deficit),
  December 31, 2009



$     75,989



$   (75,989)



$          -














The accompanying notes are an integral part of this statement

 

Boston Capital Tax Credit Fund Limited Partnership

STATEMENTS OF CASH FLOWS


Nine Months Ended December 31,

(Unaudited)

 

     2009

       2008

Cash flows from operating activities:

 

 

 

 

 

   Net Income (Loss)

$  2,012,608

$   1,225,081

   Adjustments to reconcile net income

(loss) to net cash (used in) provided

by operating activities

 

 

      Share of Income from 

Operating Partnerships


(2,231,750)


(1,370,907)

   Changes in assets and liabilities

 

 

     Increase (Decrease) in accounts
        payable and accrued expenses

13,384

37,888

     Increase (Decrease) in accounts
        payable affiliates


  (800,458)


    128,480

 

 

 

      Net cash (used in) provided by 
        operating activities


(1,006,216)


     20,542

 

 

 

Cash flows from investing activity:

 

 

 

 

 

   Proceeds from sale of operating

limited partnerships


  2,231,750


  1,370,907

 

 

 

      Net cash (used in) provided by
        investing activity


  2,231,750


  1,370,907

 

 

 

Cash flows from financing activity:

 

 

 

 

 

   Distributions

(1,303,000)

   (28,518)

 

 

 

      Net cash (used in) provided by
        financing activity


(1,303,000)

   (28,518)

 

 

 

   INCREASE (DECREASE) IN CASH AND CASH 
     EQUIVALENTS


(77,466)


1,362,931

 

 

 

   Cash and cash equivalents, beginning

  3,297,198

  2,019,542

 

 

 

   Cash and cash equivalents, ending

$  3,219,732

$  3,382,473




The accompanying notes are an integral part of this statement

 

Boston Capital Tax Credit Fund Limited Partnership

STATEMENTS OF CASH FLOWS


Nine Months Ended December 31,

(Unaudited)


Series 1

    2009

       2008

Cash flows from operating activities:

 

 

 

 

 

   Net Income (Loss)

$   (28,045)

$   (41,582)

   Adjustments to reconcile net income

(loss) to net cash (used in) provided

by operating activities

 

 

      Share of Income from 

Operating Partnerships

-

-

   Changes in assets and liabilities

 

 

     Increase (Decrease) in accounts
        payable and accrued expenses

-

(381)

     Increase (Decrease) in accounts
        payable affiliates


     20,756


     22,866

 

 

 

      Net cash (used in) provided by 
        operating activities


    (7,289)


   (19,097)

 

 

 

Cash flows from investing activity:

 

 

 

 

 

   Proceeds from sale of operating

limited partnerships


          -

          -

 

 

 

      Net cash (used in) provided by
        investing activity


          -

          -

 

 

 

Cash flows from financing activity:

 

 

 

 

 

   Distributions

          -

          -

 

 

 

      Net cash (used in) provided by
        financing activity


          -


          -

 

 

 

   INCREASE (DECREASE) IN CASH AND CASH 
     EQUIVALENTS

(7,289)


(19,097)

 

 

 

   Cash and cash equivalents, beginning

     53,723

     73,958

 

 

 

   Cash and cash equivalents, ending

$     46,434

$     54,861

The accompanying notes are an integral part of this statement

Boston Capital Tax Credit Fund Limited Partnership

STATEMENTS OF CASH FLOWS

Nine Months Ended December 31,

(Unaudited)

Series 2

 

     2009

       2008

Cash flows from operating activities:

 

 

 

 

 

   Net Income (Loss)

$        749

$  1,071,997

   Adjustments to reconcile net income

(loss) to net cash (used in) provided

by operating activities

 

 

      Share of Income from 

Operating Partnerships


(30,203)


(1,066,415)

   Changes in assets and liabilities

 

 

     Increase (Decrease) in accounts
        payable and accrued expenses

-

(381)

     Increase (Decrease) in accounts
        payable affiliates


          -


      5,418

 

 

 

      Net cash (used in) provided by 
        operating activities


   (29,454)


     10,619

 

 

 

Cash flows from investing activity:

 

 

 

 

 

   Proceeds from sale of operating

limited partnerships


     30,203


  1,066,415

 

 

 

      Net cash (used in) provided by
        investing activity


     30,203


  1,066,415

 

 

 

Cash flows from financing activity:

 

 

 

 

 

   Distributions

          -

   (24,836)

 

 

 

      Net cash (used in) provided by
        financing activity


          -

   (24,836)

 

 

 

   INCREASE (DECREASE) IN CASH AND CASH 
     EQUIVALENTS


749

1,052,198

 

 

 

   Cash and cash equivalents, beginning

  1,108,583

     68,416

 

 

 

   Cash and cash equivalents, ending

$  1,109,332

$  1,120,614




The accompanying notes are an integral part of this statement

Boston Capital Tax Credit Fund Limited Partnership

STATEMENTS OF CASH FLOWS

Nine Months Ended December 31,

(Unaudited)


Series 3

 

     2009

       2008

Cash flows from operating activities:

 

 

 

 

 

   Net Income (Loss)

$    7,558

$   (4,695)

   Adjustments to reconcile net income

(loss) to net cash (used in) provided

by operating activities

 

 

      Share of Income from 

Operating Partnerships

(62,941)

(44,558)

   Changes in assets and liabilities

 

 

     Increase (Decrease) in accounts
        payable and accrued expenses

-

12,188

     Increase (Decrease) in accounts
        payable affiliates


   (15,039)


     53,307

 

 

 

      Net cash (used in) provided by 
        operating activities

   (70,422)

     16,242

 

 

 

Cash flows from investing activity:

 

 

 

 

 

   Proceeds from sale of operating

limited partnerships

     62,941


     44,558

 

 

 

      Net cash (used in) provided by
        investing activity

     62,941


     44,558

 

 

 

Cash flows from financing activity:

 

 

 

 

 

   Distributions

          -

          -

 

 

 

      Net cash (used in) provided by
        financing activity


          -


          -

 

 

 

   INCREASE (DECREASE) IN CASH AND CASH 
     EQUIVALENTS


(7,481)


60,800

 

 

 

   Cash and cash equivalents, beginning

    140,154

     99,323

 

 

 

   Cash and cash equivalents, ending

$    132,673

$    160,123


The accompanying notes are an integral part of this statement

Boston Capital Tax Credit Fund Limited Partnership

STATEMENTS OF CASH FLOWS

Nine Months Ended December 31,

(Unaudited)


Series 4

 

     2009

       2008

Cash flows from operating activities:

 

 

 

 

 

   Net Income (Loss)

$  2,106,347

$  (17,491)

   Adjustments to reconcile net income

(loss) to net cash (used in) provided

by operating activities

 

 

      Share of Income from 

Operating Partnerships

(2,135,958)

(40,978)

   Changes in assets and liabilities

 

 

     Increase (Decrease) in accounts
        payable and accrued expenses

15,000

14,619

     Increase (Decrease) in accounts
        payable affiliates

  (806,175)

     39,688

 

 

 

      Net cash (used in) provided by 
        operating activities


  (820,786)


    (4,162)

 

 

 

Cash flows from investing activity:

 

 

 

 

 

   Proceeds from sale of operating

limited partnerships

  2,135,958


     40,978

 

 

 

      Net cash (used in) provided by
        investing activity

  2,135,958


     40,978

 

 

 

Cash flows from financing activity:

 

 

 

 

 

   Distributions

          -

          -

 

 

 

      Net cash (used in) provided by
        financing activity


          -


          -

 

 

 

   INCREASE (DECREASE) IN CASH AND CASH 
     EQUIVALENTS


    1,315,172


  36,816

 

 

 

   Cash and cash equivalents, beginning

    136,149

    118,328

 

 

 

   Cash and cash equivalents, ending

$  1,451,321

$    155,144


The accompanying notes are an integral part of this statement

Boston Capital Tax Credit Fund Limited Partnership

STATEMENTS OF CASH FLOWS

Nine Months Ended December 31,

(Unaudited)

Series 5

 

     2009

       2008

Cash flows from operating activities:

 

 

 

 

 

   Net Income (Loss)

$   (22,900)

$    50,426

   Adjustments to reconcile net income

(loss) to net cash (used in) provided

by operating activities

 

 

      Share of Income from 

Operating Partnerships


(2,648)


(67,673)

   Changes in assets and liabilities

 

 

     Increase (Decrease) in accounts
        payable and accrued expenses

-

(381)

     Increase (Decrease) in accounts
        payable affiliates


         -


      3,837

 

 

 

      Net cash (used in) provided by 
        operating activities


  (25,548)


   (13,791)

 

 

 

Cash flows from investing activity:

 

 

 

 

 

   Proceeds from sale of operating

limited partnerships


     2,648


     67,673

 

 

 

      Net cash (used in) provided by
        investing activity


     2,648


     67,673

 

 

 

Cash flows from financing activity:

 

 

 

 

 

   Distributions

         -

    (3,682)

 

 

 

      Net cash (used in) provided by
        financing activity


         -

    (3,682)

 

 

 

   INCREASE (DECREASE) IN CASH AND CASH 
     EQUIVALENTS


(22,900)


50,200

 

 

 

   Cash and cash equivalents, beginning

   502,872

    462,710

 

 

 

   Cash and cash equivalents, ending

$   479,972

$    512,910




The accompanying notes are an integral part of this statement

Boston Capital Tax Credit Fund Limited Partnership

STATEMENTS OF CASH FLOWS

Nine Months Ended December 31,

(Unaudited)


Series 6

 

     2009

       2008

Cash flows from operating activities:

 

 

 

 

 

   Net Income (Loss)

$   (51,101)

$   166,426

   Adjustments to reconcile net income

(loss) to net cash (used in) provided

by operating activities

 

 

      Share of Income from 

Operating Partnerships


-


(151,283)

   Changes in assets and liabilities

 

 

     Increase (Decrease) in accounts
        payable and accrued expenses

(1,616)

12,224

     Increase (Decrease) in accounts
        payable affiliates


          -


      3,364

 

 

 

      Net cash (used in) provided by 
        operating activities


   (52,717)


     30,731

 

 

 

Cash flows from investing activity:

 

 

 

 

 

   Proceeds from sale of operating

limited partnerships


          -


    151,283

 

 

 

      Net cash (used in) provided by
        investing activity


          -


    151,283

 

 

 

Cash flows from financing activity:

 

 

 

 

 

   Distributions

(1,303,000)

          -

 

 

 

      Net cash (used in) provided by
        financing activity


(1,303,000)


          -

 

 

 

   INCREASE (DECREASE) IN CASH AND CASH 
     EQUIVALENTS

(1,355,717)

182,014

 

 

 

   Cash and cash equivalents, beginning

  1,355,717

  1,196,807

 

 

 

   Cash and cash equivalents, ending

$          -

$  1,378,821




The accompanying notes are an integral part of this statement

Boston Capital Tax Credit Fund Limited Partnership

NOTES TO FINANCIAL STATEMENTS
December 31, 2009

(Unaudited)

 

NOTE A - ORGANIZATION

Boston Capital Tax Credit Fund Limited Partnership (the "Partnership") was formed under the laws of the State of Delaware as of September 1, 1988, for the purpose of acquiring, holding, and disposing of limited partnership interests in operating partnerships which have acquired, developed, rehabilitated, operate and own newly constructed, existing or rehabilitated low-income apartment complexes ("Operating Partnerships"). On August 22, 1988, American Affordable Housing VI Limited Partnership changed its name to Boston Capital Tax Credit Fund Limited Partnership. Effective as of June 1, 2001 there was a restructuring, and as a result, the Partnership's general partner was reorganized as follows. The general partner of the Partnership continues to be Boston Capital Associates Limited Partnership, a Massachusetts limited partnership. The general partner of the general partner of the Partnership, is BCA Associates Limited Partnership, a Massachusetts limited partnership whose sole general partner is C&M Management, Inc., a Massachusetts corporation and whose limited partners are Herbert F. Collins and John P. Manning. Mr. Manning is the principal of Boston Capital Partners, Inc. The limited partner of the general partner is Capital Investment Holdings, a general partnership whose partners are officers and employees of Boston Capital Partners, Inc. and its affiliates. The assignor limited partner is BCTC Assignor Corp., a Delaware corporation which is now wholly-owned by John P. Manning.

Pursuant to the Securities Act of 1933, the Partnership filed a Form S-11 Registration Statement with the Securities and Exchange Commission, effective August 29, 1988, which covered the offering (the "Public Offering") of the Partnership's beneficial assignee certificates ("BACs") representing assignments of units of the beneficial interest of the limited partnership interest of the assignor limited partner. The Partnership registered 10,000,000 BACs at $10 per BAC for sale to the public in six series. Offers and sales of BACs in Series 1 through Series 6 of the Partnership were completed and the last of the BACs in Series 6 were issued by the Partnership on September 29, 1989. The Partnership sold 1,299,900 of Series 1 BACs, 830,300 of Series 2 BACs, 2,882,200 of Series 3 BACs, 2,995,300 of Series 4 BACs, 489,900 of Series 5 BACs and 1,303,000 of Series 6 BACs. The Partnership is no longer offering and does not intend to offer any additional BACs.



 

 

 






Boston Capital Tax Credit Fund Limited Partnership

NOTES TO FINANCIAL STATEMENTS - CONTINUED
December 31, 2009
(Unaudited)

NOTE B - ACCOUNTING AND FINANCIAL REPORTING POLICIES

The condensed financial statements included herein as of December 31, 2009 and for the nine months then ended have been prepared by the Partnership, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. The Partnership accounts for its investments in Operating Partnerships using the equity method, whereby the Partnership adjusts its investment cost for its share of each Operating Partnership's results of operations and for any distributions received or accrued. Costs incurred by the Partnership in acquiring the investments in Operating Partnerships are capitalized to the investment account. The Partnership's accounting and financial reporting policies are in conformity with generally accepted accounting principles and include adjustments in interim periods considered necessary for a fair presentation of the results of operations. Such adjustments are of a normal recurring nature. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. It is suggested that these condensed financial statements be read in conjunction with the financial statements and the notes thereto included in the Partnership's Annual Report on Form 10-K.

NOTE C - RELATED PARTY TRANSACTIONS

The Partnership has entered into several transactions with various affiliates of the general partner of the Partnership, including Boston Capital Holdings LP, Boston Capital Partners, Inc. and Boston Capital Asset Management Limited Partnership.

Accounts payable - affiliates at December 31, 2009 and 2008 represents accrued general and administrative expenses, accrued partnership management fees, and advances from an affiliate of the general partner of the Partnership, which are payable to Boston Capital Holdings LP and Boston Capital Asset Management Limited Partnership.

 

Boston Capital Tax Credit Fund Limited Partnership

NOTES TO FINANCIAL STATEMENTS - CONTINUED
December 31, 2009
(Unaudited)

NOTE C - RELATED PARTY TRANSACTIONS (continued)

An annual partnership management fee based on .375 percent of the aggregate cost of all apartment complexes owned by the Operating Partnerships has been accrued to Boston Capital Asset Management Limited Partnership. Since reporting fees collected by the series were added to reserves and not paid to Boston Capital Asset Management Limited Partnership, the amounts accrued are not net of reporting fees received. The partnership management fees accrued for the quarters ended December 31, 2009 and 2008 are as follows:

 

2009

2008

 

 

 

Series 1

$  5,016

$ 5,016

Series 2

5,418

5,418

Series 3

10,215

17,491

Series 4

6,621

12,592

Series 5

3,837

3,837

Series 6

      -

  3,364

 

 

 

 

$ 31,107

$ 47,718

 

 

 

The partnership management fees paid for the quarters ended December 31, 2009 and 2008 are as follows:

 

2009

2008

Series 1

$       -

$      -

Series 2

  5,418

    -

Series 3

50,000

-

Series 4

     626,553

     -

Series 5

3,837

-

Series 6

       -

      -

$ 685,808

$      -

The partnership management fees paid for the nine months ended December 31, 2009 and 2008 are as follows:

 

2009

2008

Series 1

$       -

$      -

Series 2

  16,254

20,966

Series 3

50,000

-

Series 4

     626,553

-

Series 5

11,511

10,088

Series 6

       -

 21,769

$ 704,318

$ 52,823

 

 

Boston Capital Tax Credit Fund Limited Partnership

NOTES TO FINANCIAL STATEMENTS - CONTINUED
December 31, 2009
(Unaudited)

NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS

At December 31, 2009 and 2008, the Partnership had limited partnership interests in 19 and 23 Operating Partnerships, respectively, which own operating apartment complexes as follows:

Series

2009

2008

1

4

4

2

1

1

3

10

13

4

3

4

5

1

1

6

 -

 -

 

19

23

Under the terms of the Partnership's investment in each Operating Partnership, the Partnership was required to make capital contributions to the Operating Partnerships. These contributions were payable in installments over several years upon each Operating Partnership achieving specified levels of construction and/or operations. At December 31, 2009 and 2008, all capital contributions had been paid.

During the nine months ended December 31, 2009 the Partnership disposed of three of the Operating Partnerships, and received additional proceeds from two Operating Partnerships disposed of in the prior year. A summary of the dispositions by Series for December 31, 2009 is as follows:

 

Operating Partnership Interest Transferred

 

Sale of Underlying Operating Partnership

 

Partnership Proceeds from Disposition

 

Gain/(Loss) on Disposition

Series 1

-

 

-

 

$

-

 

$

-

Series 2

-

 

-

 

 

30,203

 

 

30,203

Series 3

2

 

-

 

 

62,941

 

 

62,941

Series 4

1

 

-

 

 

2,135,958

 

 

2,135,958

Series 5

-

 

-

 

 

2,648

 

 

2,648

Series 6

-

 

-

 

 

-

 

 

-

Total

3

 

-

 

$

2,231,750

 

$

2,231,750

 

 

 

Boston Capital Tax Credit Fund Limited Partnership

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
December 31, 2009
(Unaudited)

NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS (CONTINUED)

During the nine months ended December 31, 2008 the Partnership disposed of twenty of the Operating Partnerships. A summary of the dispositions by Series for December 31, 2008 is as follows:

 

Operating Partnership Interest Transferred

 

Sale of Underlying Operating Partnership

 

Partnership Proceeds from Disposition

 

Gain/(Loss) on Disposition

Series 1

1

 

-

 

$

-

 

$

-

Series 2

-

 

4

 

 

1,066,415

 

 

1,066,415

Series 3

-

 

2

 

 

44,558

 

 

44,558

Series 4

1

 

3

 

 

40,978

 

 

40,978

Series 5

-

 

2

 

 

67,673

 

 

67,673

Series 6

1

 

6

 

 

151,283

 

 

151,283

Total

3

 

17

 

$

1,370,907

 

$

1,370,907

The gain (loss) described above is for financial statement purposes only. There are significant differences between the equity method of accounting and the tax reporting of income and losses from Operating Partnership investments. The largest difference is the ability, for tax purposes, to deduct losses in excess of the Partnership's investment in the Operating Partnership. As a result, the amount of gain recognized for tax purposes may be significantly higher than the gain recorded in the financial statements.

The Partnership's fiscal year ends March 31st of each year, while all the Operating Partnerships' fiscal years are the calendar year. Pursuant to the provisions of each Operating Partnership Agreement, financial results for each of the Operating Partnerships are provided to the Partnership within 45 days after the close of each Operating Partnership's quarterly period. Accordingly, the current financial results available for the Operating Partnerships are for the nine months ended September 30, 2009.

The combined unaudited summarized statements of operations of the Operating Partnerships for the nine months ended September 30, 2009 and 2008 are as follows:



Boston Capital Tax Credit Fund Limited Partnership

NOTES TO FINANCIAL STATEMENTS
December 31, 2009
(Unaudited)

NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS (continued)

COMBINED SUMMARIZED STATEMENTS OF OPERATIONS
Nine Months ended September 30,
(Unaudited)

 

           2009

           2008

 

 

 

Revenues

 

 

   Rental

$ 3,565,274

$ 5,346,775

   Interest and other

   132,768

   221,068

 

 

 

 

 3,698,042

 5,567,843

 

 

 

Expenses

 

 

   Interest

825,502

881,478

   Depreciation and amortization

882,185

1,414,322

   Operating expenses

 2,740,043

 4,138,112

 

 4,447,730

 6,433,912

 

 

 

NET LOSS

$ (749,688)

$ (866,069)

 

 

 

Net loss allocated to 
Boston Capital Tax Credit Fund 
Limited Partnership *



$ (742,192)



$ (857,409)

 

 

 

 

 

 

Net loss allocated to other 
   Partners


$   (7,496)


$   (8,660)

 

 

 

 

 

 

 

 

* Amounts include $742,192 and $857,409 for 2009 and 2008, respectively, of loss not recognized under the equity method of accounting.

The Partnership accounts for its investments using the equity method of accounting. Under the equity method of accounting, the Partnership adjusts its investment cost for its share of each Operating Partnership's results of operations and for any distributions received or accrued. However, the Partnership recognizes individual operating losses only to the extent of capital contributions. Excess losses are suspended for use in future years to offset excess income.

 

Boston Capital Tax Credit Fund Limited Partnership

NOTES TO FINANCIAL STATEMENTS
December 31, 2009
(Unaudited)

NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS (continued)

COMBINED SUMMARIZED STATEMENTS OF OPERATIONS
Nine Months ended September 30,
(Unaudited)

Series 1

 

           2009

           2008

 

 

 

Revenues

 

 

   Rental

$   551,851

$   573,029

   Interest and other

    23,784

    26,777

 

 

 

 

   575,635

   599,806

 

 

 

Expenses

 

 

   Interest

65,332

71,597

   Depreciation and amortization

142,434

156,556

   Operating expenses

   414,457

   477,589

 

   622,223

   705,742

 

 

 

NET LOSS

$  (46,588)

$ (105,936)

 

 

 

Net loss allocated to 
Boston Capital Tax Credit Fund 
Limited Partnership *



$  (46,122)



$ (104,877)

 

 

 

 

 

 

Net loss allocated to other 
   Partners


$     (466)


$   (1,059)

 

 

 

 

 

 

 

 

* Amounts include $46,122 and $104,877 for 2009 and 2008, respectively, of loss not recognized under the equity method of accounting.

The Partnership accounts for its investments using the equity method of accounting. Under the equity method of accounting, the Partnership adjusts its investment cost for its share of each Operating Partnership's results of operations and for any distributions received or accrued. However, the Partnership recognizes individual operating losses only to the extent of capital contributions. Excess losses are suspended for use in future years to offset excess income.

 

 

 

Boston Capital Tax Credit Fund Limited Partnership

NOTES TO FINANCIAL STATEMENTS
December 31, 2009
(Unaudited)

NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS (continued)

COMBINED SUMMARIZED STATEMENTS OF OPERATIONS
Nine Months ended September 30,
(Unaudited)

Series 2

 

           2009

           2008

 

 

 

Revenues

 

 

   Rental

$   555,291

$   723,507

   Interest and other

    29,680

    32,863

 

 

 

 

   584,971

   756,370

 

 

 

Expenses

 

 

   Interest

257,206

199,460

   Depreciation and amortization

124,350

155,499

   Operating expenses

   496,358

   680,850

 

   877,914

 1,035,809

 

 

 

NET LOSS

$ (292,943)

$ (279,439)

 

 

 

Net loss allocated to 
Boston Capital Tax Credit Fund 
Limited Partnership *



$ (290,014)



$ (276,645)

 

 

 

 

 

 

Net loss allocated to other 
   Partners


$   (2,929)


$   (2,794)

 

 

 

 

 

 

 

* Amounts include $290,014 and $276,645 for 2009 and 2008, respectively, of loss not recognized under the equity method of accounting.

The Partnership accounts for its investments using the equity method of accounting. Under the equity method of accounting, the Partnership adjusts its investment cost for its share of each Operating Partnership's results of operations and for any distributions received or accrued. However, the Partnership recognizes individual operating losses only to the extent of capital contributions. Excess losses are suspended for use in future years to offset excess income.

 

 

Boston Capital Tax Credit Fund Limited Partnership

NOTES TO FINANCIAL STATEMENTS
December 31, 2009
(Unaudited)

NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS (continued)

COMBINED SUMMARIZED STATEMENTS OF OPERATIONS
Nine Months ended September 30,
(Unaudited)

Series 3

 

           2009

           2008

 

 

 

Revenues

 

 

   Rental

$ 1,399,809

$ 2,465,263

   Interest and other

    43,740

   113,183

 

 

 

 

 1,443,549

 2,578,446

 

 

 

Expenses

 

 

   Interest

188,868

255,556

   Depreciation and amortization

334,218

603,968

   Operating expenses

 1,135,009

 1,882,913

 

 1,658,095

 2,742,437

 

 

 

NET LOSS

$ (214,546)

$ (163,991)

 

 

 

Net loss allocated to 
Boston Capital Tax Credit Fund 
Limited Partnership *



$ (212,401)



$ (162,351)

 

 

 

Net loss allocated to other 
   partners

$   (2,145)

$   (1,640)

 

 

 

 

 

 

 

 

* Amounts include $212,401 and $162,351 for 2009 and 2008, respectively, of loss not recognized under the equity method of accounting.

The Partnership accounts for its investments using the equity method of accounting. Under the equity method of accounting, the Partnership adjusts its investment cost for its share of each Operating Partnership's results of operations and for any distributions received or accrued. However, the Partnership recognizes individual operating losses only to the extent of capital contributions. Excess losses are suspended for use in future years to offset excess income.

 

Boston Capital Tax Credit Fund Limited Partnership

NOTES TO FINANCIAL STATEMENTS
December 31, 2009
(Unaudited)

NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS (continued)

COMBINED SUMMARIZED STATEMENTS OF OPERATIONS
Nine Months ended September 30,
(Unaudited)

Series 4

 

           2009

           2008

 

 

 

Revenues

 

 

   Rental

$   749,482

$  1,208,510

   Interest and other

    19,056

     30,863

 

 

 

 

   768,538

  1,239,373

 

 

 

Expenses

 

 

   Interest

171,043

289,757

   Depreciation and amortization

212,022

368,486

   Operating expenses

   418,155

    785,400

 

   801,220

  1,443,643

 

 

 

NET LOSS

$  (32,682)

$  (204,270)

 

 

 

Net income loss allocated to 
Boston Capital Tax Credit Fund 
Limited Partnership *



$  (32,355)



$  (202,227)

 

 

 

 

 

 

Net loss allocated to other 
   Partners


$     (327)


$    (2,043)

 

 

 

 

* Amounts include $32,355 and $202,227 for 2009 and 2008, respectively, of loss not recognized under the equity method of accounting.

The Partnership accounts for its investments using the equity method of accounting. Under the equity method of accounting, the Partnership adjusts its investment cost for its share of each Operating Partnership's results of operations and for any distributions received or accrued. However, the Partnership recognizes individual operating losses only to the extent of capital contributions. Excess losses are suspended for use in future years to offset excess income.

 

 

Boston Capital Tax Credit Fund Limited Partnership

NOTES TO FINANCIAL STATEMENTS
December 31, 2009
(Unaudited)

NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS (continued)

COMBINED SUMMARIZED STATEMENTS OF OPERATIONS
Nine Months ended September 30,
(Unaudited)

Series 5

 

           2009

           2008

 

 

 

Revenues

 

 

   Rental

$   308,841

$   376,466

   Interest and other

    16,508

    17,382

 

 

 

 

   325,349

   393,848

 

 

 

Expenses

 

 

   Interest

143,053

65,108

   Depreciation and amortization

69,161

129,813

   Operating expenses

   276,064

   311,360

 

   488,278

   506,281

 

 

 

NET LOSS

$ (162,929)

$ (112,433)

 

 

 

Net loss allocated to 
Boston Capital Tax Credit Fund 
Limited Partnership *



$ (161,300)



$ (111,309)

 

 

 

 

 

 

Net loss allocated to other 
   Partners


$   (1,629)


$   (1,124)

 

 

 

 

 

* Amounts include $161,300 and $111,309 for 2009 and 2008, respectively, of loss not recognized under the equity method of accounting.

The Partnership accounts for its investments using the equity method of accounting. Under the equity method of accounting, the Partnership adjusts its investment cost for its share of each Operating Partnership's results of operations and for any distributions received or accrued. However, the Partnership recognizes individual operating losses only to the extent of capital contributions. Excess losses are suspended for use in future years to offset excess income.

 

 

Boston Capital Tax Credit Fund Limited Partnership

NOTES TO FINANCIAL STATEMENTS
December 31, 2009
(Unaudited)

NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS (continued)

COMBINED SUMMARIZED STATEMENTS OF OPERATIONS
Nine Months ended September 30,
(Unaudited)

Series 6

 

           2009

           2008

 

 

 

Revenues

 

 

   Rental

$        -

$        -

   Interest and other

        -

        -

 

 

 

 

        -

        -

 

 

 

Expenses

 

 

   Interest

-

-

   Depreciation and amortization

-

-

   Operating expenses

        -

        -

 

        -

        -

 

 

 

NET LOSS

$        -

$        -

 

 

 

Net loss allocated to 
Boston Capital Tax Credit Fund 
Limited Partnership *



$        -



$        -

 

 

 

 

 

 

Net loss allocated to other 
   Partners


$        -


$        -

 

 

 

 

*Amounts include $0, for both 2009 and 2008, of loss not recognized under the equity method of accounting.

The Partnership accounts for its investments using the equity method of accounting. Under the equity method of accounting, the Partnership adjusts its investment cost for its share of each Operating Partnership's results of operations and for any distributions received or accrued. However, the Partnership recognizes individual operating losses only to the extent of capital contributions. Excess losses are suspended for use in future years to offset excess income.

 

Boston Capital Tax Credit Fund Limited Partnership

NOTES TO FINANCIAL STATEMENTS - CONTINUED

December 31, 2009
(Unaudited)

NOTE E - TAXABLE LOSS

The Partnership's taxable loss for the calendar year ended December 31, 2009 is expected to differ from its loss for financial reporting purposes. This is primarily due to accounting differences in depreciation incurred by the Operating Partnerships and also differences between the equity method of accounting and the IRS accounting methods. No provision or benefit for income taxes has been included in these financial statements since taxable income or loss passes through to, and is reportable by, the partners and assignees individually.


NOTE F - PLAN OF LIQUIDATION

On April 27, 2007, BAC holders approved a Plan of Liquidation and Dissolution for the Partnership (the "Plan"). Pursuant to the Plan, the general partner may, without further action by the BAC holders, sell the remaining assets held by the Partnership. It is anticipated that sale of all the apartment complexes will be completed sometime in 2011. However, because of numerous uncertainties, the liquidation may take longer or shorter than expected, and the final liquidating distribution may occur months after all of the apartment complexes have been sold. Because the liquidation of the Partnership was not imminent, as of December 31, 2009, the financial statements are presented assuming the Partnership will continue as a going concern.

NOTE G - SUBSEQUENT EVENT

Events that occur after the balance sheet date but before the financial statements were issued must be evaluated for recognition or disclosure. The effects of subsequent events that provide evidence about conditions that existed at the balance sheet date are recognized in the accompanying financial statements. Subsequent events, which provide evidence about conditions that existed after the balance sheet date, require disclosure in the accompanying notes. Management evaluated the activity of the Partnership through the date the financial statements were issued, which was February 16, 2010, the date of the Partnership's Quarterly Report on Form 10-Q for the period ended December 31, 2009. Management concluded that subsequent events have occurred that require disclosure in the notes to the financial statements as discussed in the following paragraph.

The Partnership has entered into agreements to either sell or transfer interests in one Operating Partnership. The estimated sales price and other terms for the disposition of the Operating Partnership has been determined. The estimated proceeds to be received for this Operating Partnership is $48,000. The estimated gain on sales of the Operating Partnership is $17,000 and the sale is expected to be recognized in the second quarter of fiscal year 2011.

 

 

 

 

 

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations


This Management's Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements including our intentions, hopes, beliefs, expectations, strategies and predictions of our future activities, or other future events or conditions. These statements are "forward looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are intended to be covered by the safe harbors created by these acts. Investors are cautioned that all forward-looking statements involve risks and uncertainty, including, for example, the factors identified in Part I, Item 1A. "Risk Factors" of our Annual Report on Form 10-K for the fiscal year ended March 31, 2009. Although we believe that the assumptions underlying these forward-looking statements are reasonable, any of the assumptions could be inaccurate, and there can be no assurance that the forward-looking statements included in this Report will prove to be accurate. In light of the significant uncertainties inherent in these forward-looking statements, the inclusion of this information should not be regarded as a representation by us or any other person that our objectives and plans will be achieved.

Liquidity

The Partnership's primary source of funds was the proceeds of its Public Offering. Other sources of liquidity include (i) interest earned on working capital reserves, and (ii) cash distributions from the Operating Partnerships in which the Partnership has invested. These sources of liquidity are available to meet the obligations of the Partnership.

The Partnership is currently accruing the annual partnership management fee. Partnership management fees accrued during the quarter ended December 31, 2009 were $31,107 and total partnership management fees accrued as of December 31, 2009 were $4,744,276. During the quarter and the nine months ended December 31, 2009 $685,808 and $704,318, respectively, of accrued partnership management fees were paid. Pursuant to the Partnership Agreement, these liabilities will be deferred until the Partnership receives proceeds from sales of the Operating Partnerships, which will be used to satisfy these liabilities. The Partnership's working capital and sources of liquidity coupled with affiliated party liability accruals allow sufficient levels of liquidity to meet the third party obligations of the Partnership. The Partnership is currently unaware of any trends, which would create insufficient liquidity to meet future third party obligations of the Partnership.

As of December 31, 2009, an affiliate of the general partner of the Partnership advanced a total of $632,241 to the Partnership to pay various operating expenses of the Partnership, and to make advances and/or loans to Operating Partnerships. These advances are included in Accounts payable-affiliates. During the nine months ended December 31, 2009 $5,708 was advanced. Below is a summary, by series, of the total advances made to date.

 

Nine Months Ended

Total

Series 1

$  5,708

$158,607

Series 3

      -

473,634

 

$  5,708

$632,241

 

 

 

All payables to affiliates will be paid, without interest, from available cash flow or the proceeds of sales or refinancing of the Partnership's interests in Operating Partnerships. During the nine months ended December 31, 2009 $204,501 from Series 4 was paid to an affiliate of the general partner.

Capital Resources

The Partnership offered BACs in a Public Offering declared effective by the Securities and Exchange Commission on August 29, 1988. The Partnership received and accepted subscriptions for $97,746,940 representing 9,800,600 BACs from investors admitted as BAC Holders in Series 1 through Series 6 of the Partnership. Offers and sales of BACs in Series 1 through Series 6 of the Partnership were completed and the last of the BACs in Series 6 were issued by the Partnership on September 29, 1989. At December 31, 2009 and 2008 the Partnership had limited partnership equity interests in 19 and 23 Operating Partnerships, respectively.

As of December 31, 2009 the Partnership had $3,219,732 remaining in cash and cash equivalents. Below is a table, which provides, by series, the equity raised, number of BACs sold, final date BACs were offered, number of properties acquired, and cash and cash equivalents.

 

Series

Equity

BACs

Final Close Date

Number of 

Properties

Proceeds 

Remaining

1

$12,999,000

1,299,900

12/18/88

4

$   46,434

2

8,303,000

830,300

03/30/89

1

1,109,332

3

28,822,000

2,882,200

03/14/89

10

132,673

4

29,788,160

2,995,300

07/07/89

3

1,451,321

5

4,899,000

489,900

08/22/89

1

479,972

6

12,935,780

1,303,000

09/29/89

 -

        -

 

 

 

 

 

 

 

$97,746,940

9,800,600

 

19

$3,219,732

 

Results of Operations

At December 31, 2009 and 2008 the Partnership held limited partnership interests in 19 and 23 Operating Partnerships, respectively. In each instance the apartment complex owned by the applicable Operating Partnership is eligible for the federal housing tax credit. Initial occupancy of a unit in each apartment complex which initially complied with the minimum set-aside test (i.e., initial occupancy by tenants with incomes equal to no more than a certain percentage of area median income) and the rent restriction test (i.e., gross rent charged tenants does not exceed 30% of the applicable income standards) is referred to as "Qualified Occupancy." Each of the Operating Partnerships and each of the respective apartment complexes are described more fully in the Prospectus or applicable report on Form 8-K. The general partner of the Partnership believes that there is adequate casualty insurance on the properties.

The Partnership incurs an annual partnership management fee to the general partner of the Partnership and/or its affiliates in an amount equal to 0.375% of the aggregate cost of the apartment complexes owned by the Operating Partnerships, less the amount of various partnership management and reporting fees paid by the Operating Partnerships. The partnership management fees incurred and the reporting fees paid by the Operating Partnerships for the three and nine months ended December 31, 2009 are as follows:

3 Months
Management Fee Net of Reporting Fee


3 Months
Reporting Fee

9 Months
Management Fee Net of Reporting Fee


9 Months
Reporting Fee

Series 1

3,756

1,260

7,459

7,589

Series 2

5,302

116

13,364

2,890

Series 3

10,215

-

20,677

14,284

Series 4

6,621

-

24,732

147

Series 5

3,773

64

10,982

529

Series 6

-

-

-

-

 

$29,667

$ 1,440

$77,214

$25,439

The Partnership's investment objectives do not include receipt of significant cash distributions from the Operating Partnerships in which it has invested. The Partnership's investments in Operating Partnerships have been made principally with a view towards realization of federal housing tax credits for allocation to its partners and BAC holders.

Series 1

As of December 31, 2009 and 2008, the average Qualified Occupancy for the series was 100%. The series had a total of four properties at December 31, 2009, all of which were at 100% Qualified Occupancy.

For the nine month periods ended December 31, 2009 and 2008, Series 1 reflects net loss from Operating Partnerships of $(46,588) and $(105,936), respectively, which includes depreciation and amortization of $142,434 and $156,556, respectively. This is an interim period estimate and it is not indicative of the final year end results.

In December 2007, the investment general partner of Elk Rapids II consented to the conveyance of the property in lieu of mortgage acceleration and foreclosure. The conveyance of the property in lieu of mortgage acceleration occurred on April 3, 2008 and the ownership was transferred to Rural Development. Throughout 2006 and 2007 the investment general partner had worked closely with the operating general partner in an effort to find a potential buyer of the property. However, due to unstable economic conditions in the Elk Rapids, Michigan area, they were unsuccessful in finding a buyer to purchase the property. Annual losses generated by the Operating Partnership, which were applied against the investment limited partnership's investment in the Operating Partnership in accordance with the equity method of accounting, had previously reduced the investment in the Operating Partnership to zero. Accordingly, no gain on the transfer of the Operating Partnership has been recorded.

Series 2

As of December 31, 2009 and 2008, the average Qualified Occupancy for the series was 100%. The series had one property at December 31, 2009, which was at 100% Qualified Occupancy.

For the nine month periods ended December 31, 2009 and 2008, Series 2 reflects net loss from Operating Partnerships of $(292,943) and $(279,439), respectively, which includes depreciation and amortization of $124,350 and $155,499, respectively. This is an interim period estimate and it is not indicative of the final year end results.

In September 2007, the investment general partner of Calexico Associates approved an agreement to sell the property and the transaction closed on September 25, 2008. The sales price for the property was $2,047,109, which includes the outstanding mortgage balance of approximately $1,507,109, cash proceeds to the operating general partner of $243,395, and cash proceeds to the investment limited partnerships of $177,437 and $48,921 to Series 2 and Series 5, respectively. Of the total proceeds received, $2,477 and $683, respectively, represents reporting fees due to an affiliate of the investment partnerships and the balance represents proceeds from the sale. Of the remaining proceeds, $11,758 and $3,242 from Series 2 and Series 5, respectively, was paid to BCAMLP for expenses related to the sale, which includes third party legal costs. The remaining proceeds from the sale of $163,202 and $44,996 were returned to cash reserves held by Series 2 and Series 5, respectively. The monies held in cash reserves will be utilized to pay current operating expenses, accrued but unpaid asset management fees, and accrued but unpaid expenses of the investment partnerships. After all outstanding obligations of the investment partnerships are satisfied, any remaining monies will be distributed based on the number of BACs held by each investor at the time of distribution. Annual losses generated by the Operating Partnership, which were applied against the investment limited partnerships' investment in the Operating Partnership in accordance with the equity method of accounting, had previously reduced the investment limited partnership investment in the Operating Partnership to zero. In addition, the general partner paid the non-resident withholdings, in the amount of $13,356 and $3,682 for Series 2 and Series 5, respectively. The sale proceeds were received on October 2, 2008; so a receivable in the amount of $165,679 and $45,679 has been recorded for Series 2 and Series 5, respectively, as of September 30, 2008. Accordingly, a gain on the sale of the Operating Partnership of the proceeds from the sale, net of the overhead and expense reimbursement and including the non-resident withholding, has been recorded in the amount of $176,558 and $48,678 for Series 2 and Series 5, respectively, as of September 30, 2008. In June 2009, additional sale proceeds of $9,612 and $2,648, respectively, were received and returned to the cash reserves held by Series 2 and Series 5, respectively.

In September 2007, the investment general partner of Heber II Associates approved an agreement to sell the property and the transaction closed on September 25, 2008. The sales price for the property was $1,413,621, which includes the outstanding mortgage balance of approximately $1,053,621, cash proceeds to the operating general partner of $163,999, and cash proceeds to the investment limited partnership of $152,520. Of the total proceeds received, $550 represents reporting fees due to an affiliate of the investment partnership and the balance represents proceeds from the sale. Of the remaining proceeds, $15,000 was paid to BCAMLP for expenses related to the sale, which includes third party legal costs. The remaining proceeds from the sale of $136,970 were returned to cash reserves held by Series 2. The monies held in cash reserves will be utilized to pay current operating expenses, accrued but unpaid asset management fees, and accrued but unpaid expenses of the investment partnership. After all outstanding obligations of the investment partnership are satisfied, any remaining monies will be distributed based on the number of BACs held by each investor at the time of distribution. Annual losses generated by the Operating Partnership, which were applied against the investment limited partnership's investment in the Operating Partnership in accordance with the equity method of accounting, had previously reduced the investment limited partnership investment in the Operating Partnership to zero. In addition, the general partner paid the non-resident withholdings, in the amount of $11,480. The sale proceeds were received on October 2, 2008; so a receivable in the amount of $137,520 has been recorded for Series 2 as of September 30, 2008. Accordingly, a gain on the sale of the Operating Partnership of the proceeds from the sale, net of the overhead and expense reimbursement and including the non-resident withholding, has been recorded in the amount of $148,450 as of September 30, 2008. In June 2009, additional sale proceeds of $20,591 were received and returned to the cash reserves held by Series 2.

In February 2008, the investment general partner of Mecca Apartments approved an agreement to sell the property and the transaction closed in April 2008. The sales price of the property was $3,040,000 which includes the outstanding mortgage balance of approximately $2,515,935 and cash proceeds to the investment limited partner of $448,000. Of the total proceeds received, $41,892 represents reporting fees due to an affiliate of the investment partnership and the balance represents proceeds from the sale. Of the remaining proceeds, $15,000 was paid to BCAMLP for expenses related to the sale, which includes third party legal costs. The remaining proceeds from the sale of $391,108 were returned to cash reserves held by Series 2. In addition, Series 2 received $284,685 in additional proceeds from the Mecca Apartments cash reserve account. The monies held in cash reserves will be utilized to pay current operating expenses, accrued but unpaid asset management fees, and accrued but unpaid expenses of the investment partnership. After all outstanding obligations of the investment partnership are satisfied, any remaining monies will be distributed based on the number of BACs held by each investor at the time of distribution. Annual losses generated by the Operating Partnership, which were applied against the investment limited partnership's investment in the Operating Partnership in accordance with the equity method of accounting, had previously reduced the investment in the Operating Partnership to zero. Accordingly, a gain on the sale of the Operating Partnership of the proceeds from the sale, net of the overhead and expense reimbursement, has been recorded in the amount of $675,793 as of June 30, 2008.

In June 2008, the investment general partner of McKinleyville Associates entered into an agreement to transfer its interest to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $1,709,572 and cash proceeds to the investment limited partner of $81,504. Of the total proceeds received, $890 represents reporting fees due to an affiliate of the investment partnership and the balance represents proceeds from the transfer. Of the remaining proceeds, $15,000 was paid to BCAMLP for expenses related to the transfer, which includes third party legal costs. The remaining proceeds of $65,614 were returned to cash reserves held by Series 2. The monies held in cash reserves will be utilized to pay current operating expenses, accrued but unpaid asset management fees, and accrued but unpaid expenses of the investment partnership. In addition, the investment general partner on behalf of the investment limited partnership entered into a contingent interest agreement with the Operating Partnership for receipt of a residual payment. Under the terms of the contingent interest agreement, if the property owned by the Operating Partnership is refinanced or sold, on or before June 30, 2013, there would be a residual payment of 50% of the capital transaction proceeds distributable to the investment limited partnership in accordance with the contingent interest agreement. After all outstanding obligations of the investment partnership are satisfied, any remaining monies will be distributed based on the number of BACs held by each investor at the time of distribution. Annual losses generated by the Operating Partnership, which were applied against the investment limited partnership's investment in the Operating Partnership in accordance with the equity method of accounting, had previously reduced the investment in the Operating Partnership to zero. Accordingly, a gain on the sale of the Operating Partnership of the proceeds from the sale, net of the overhead and expense reimbursement, has been recorded in the amount of $65,614 as of June 30, 2008.

Series 3

As of December 31, 2009 and 2008, the average Qualified Occupancy for the series was 100%. The series had a total of ten properties at December 31, 2009, all of which were at 100% Qualified Occupancy.

For the nine month periods ended December 31, 2009 and 2008, Series 3 reflects net loss from Operating Partnerships of $(214,546) and $(163,991), respectively, which includes depreciation and amortization of $334,218 and $603,968, respectively. This is an interim period estimate and it is not indicative of the final year end results.

Vassar LDHA LP (Manor Ridge Apartments) is a 32-unit senior property located in Vassar, MI. The property has operated below breakeven since 2007. Because of the operating challenges in 2007 the tax and insurance escrows were underfunded and the 2007 real estate taxes were not paid. In an effort to address the delinquencies, management submitted a two-year workout plan to the lender, Rural Development. The workout plan was approved by Rural Development in May 2008. The primary goal of the workout plan was to pay down delinquent real estate taxes. The secondary goal was to properly fund the tax and insurance escrow account. According to the workout plan, the replacement reserve funding requirement was waived in 2008 which should have allowed the scheduled deposits to be allocated to the funding of the tax and insurance escrow. However, in the fourth quarter of 2008 there was a significant drop in occupancy and management was unable to honor the approved plan. As a result, Rural Development issued a servicing notice on December 23, 2008, which outlined major concerns such as under-funded reserves, unpaid real estate taxes, and underfunded tax and insurance escrows. The letter also gave the Operating Partnership a 15-day deadline to discuss the outlined concerns. Operating deteriorated further in 2009 as occupancy declined and collections increased. The site manager worked hard to improve resident retention by meeting with each resident and identifying their specific needs. Manor Ridge also joined the Chamber of Commerce in an effort to increase awareness of the property in the area. However, because of the area's deteriorating economic condition, efforts to improve physical occupancy and collections proved unsuccessful. In the fourth quarter 2009 physical occupancy dropped to 56% and the property continued to operate below breakeven. Given the operating history and the state of the local economy, the operating general partner believes that the challenges facing the property are insurmountable. Therefore, in the fourth quarter 2009, the operating general partner requested the investment partnership's consent to convey the property to Rural Development in order to avoid mortgage acceleration and foreclosure. The investment general partner consented to the conveyance and anticipates that the transfer of the property to Rural Development will occur in the first quarter of 2010. The operating general partner's operating deficit guarantee is unlimited in time and amount. The Operating Partnership's mortgage payments are current. On December 31, 2003, the 15-year low income housing tax credit compliance period expired. Because the compliance period has expired, the transfer of the property to Rural Development will not result in the recapture of tax credits.

In February 2008, the investment general partner of Mound Plaza, Limited approved an agreement to sell the property and the transaction is anticipated to close in July 2010. The anticipated sales price for the property is $650,546, which includes the outstanding mortgage balance of approximately $602,546 and cash proceeds to the investment limited partnership of $48,000. Of the total proceeds anticipated to be received, $16,000 represents reporting fees due to an affiliate of the investment partnership and the balance represents proceeds from the sale. Of the remaining proceeds, it is anticipated that $15,000 will be paid to BCAMLP for expenses related to the sale, which includes third party legal costs. The remaining proceeds from the sale of $17,000 are anticipated to be returned to cash reserves held by Series 3. The monies held in cash reserves will be utilized to pay current operating expenses, accrued but unpaid asset management fees, and accrued but unpaid expenses of the investment partnership. After all outstanding obligations of the investment partnership are satisfied, any remaining monies will be distributed based on the number of BACs held by each investor at the time of distribution.

In December 2008, the investment general partner entered into an agreement to transfer its interest in Trinidad Apartments to a non-affiliated entity for its assumption of the outstanding mortgage balance of approximately $899,727 and cash proceeds to the investment limited partner of $26,692. Of the total proceeds received, $36 represents reporting fees due to an affiliate of the investment partnership and the balance represents proceeds from the transfer. Of the remaining proceeds, $5,000 was paid to BCAMLP for expenses related to the transfer, which includes third party legal costs. The remaining proceeds of $21,656 were returned to cash reserves held by Series 3. The monies held in cash reserves will be utilized to pay current operating expenses, accrued but unpaid asset management fees, and accrued but unpaid expenses of the investment partnership. After all outstanding obligations of the investment partnership are satisfied, any remaining monies will be distributed based on the number of BACs held by each investor at the time of distribution. Annual losses generated by the Operating Partnership, which were applied against the investment limited partnership's investment in the Operating Partnership in accordance with the equity method of accounting, had previously reduced the investment limited partnership investment in the Operating Partnership to zero. Accordingly, a gain on the transfer of the Operating Partnership of the proceeds from the transfer, net of the overhead and expense reimbursement, has been recorded in the amount of $21,656 as of December 31, 2008.

In December 2008, the investment general partner entered into an agreement to transfer its interest in Belfast Birches Associates to a non-affiliated entity for its assumption of the outstanding mortgage balance of approximately $1,042,356 and cash proceeds to the investment limited partner of $31,271. Of the total proceeds received, $800 represents reporting fees due to an affiliate of the investment partnership and the balance represents proceeds from the transfer. Of the remaining proceeds, $7,569 was paid to BCAMLP for expenses related to the transfer, which includes third party legal costs and transfer tax. The remaining proceeds of $22,902 were returned to cash reserves held by Series 3. The monies held in cash reserves will be utilized to pay current operating expenses, accrued but unpaid asset management fees, and accrued but unpaid expenses of the investment partnership. After all outstanding obligations of the investment partnership are satisfied, any remaining monies will be distributed based on the number of BACs held by each investor at the time of distribution. Annual losses generated by the Operating Partnership, which were applied against the investment limited partnership's investment in the Operating Partnership in accordance with the equity method of accounting, had previously reduced the investment limited partnership investment in the Operating Partnership to zero. Accordingly, a gain on the transfer of the Operating Partnership of the proceeds from the transfer, net of the overhead and expense reimbursement, has been recorded in the amount of $22,902 as of December 31, 2008.

In January 2009, the investment general partner of Series 3 and Boston Capital Tax Credit Fund II LP - Series 14, respectively, entered into an agreement to transfer their interests in Lakewood Terrace Limited Partnership to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $2,974,769 and cash proceeds to the investment limited partnerships of $100. Of the total proceeds received, $44 from Series 3 and $56 from Series 14, respectively, was returned to cash reserves held by Series 3 and Series 14, respectively. The monies held in cash reserves will be utilized to pay current operating expenses, accrued but unpaid asset management fees, and accrued but unpaid expenses of the investment partnership. After all outstanding obligations of the investment partnership are satisfied, any remaining monies will be distributed based on the number of BACs held by each investor at the time of distribution. Annual losses generated by the Operating Partnership, which were applied against the investment limited partnerships investment in the Operating Partnership in accordance with the equity method of accounting, had previously reduced the investment limited partnership investment in the Operating Partnership to zero. Accordingly, a $44 and $56 gain on the transfer of the Operating Partnership for Series 3 and Series 14, respectively, has been recorded as of February 28, 2009.

In July 2009, the investment general partner entered into an agreement to transfer its interest in Fylex Housing Associates to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $1,330,088 and cash proceeds to the investment limited partner of $40,500. Of the total proceeds received, $5,536 represents reporting fees due to an affiliate of the investment partnership and the balance represents proceeds from the transfer. Of the remaining proceeds, $7,500 was paid to BCAMLP for expenses related to the transfer, which includes third party legal costs. The remaining proceeds of $27,464 was returned to cash reserves held by Series 3. The monies held in cash reserves will be utilized to pay current operating expenses, accrued but unpaid asset management fees, and accrued but unpaid expenses of the investment partnership. After all outstanding obligations of the investment partnership are satisfied, any remaining monies will be distributed based on the number of BACs held by each investor at the time of distribution. Annual losses generated by the Operating Partnership, which were applied against the investment limited partnership's investment in the Operating Partnership in accordance with the equity method of accounting, had previously reduced the investment limited partnership investment in the Operating Partnership to zero. Accordingly, a gain on the transfer of the Operating Partnership of the proceeds from the transfer, net of the overhead and expense reimbursement, has been recorded in the amount of $27,464 as of September 30, 2009.

In July 2009, the investment general partner entered into an agreement to transfer its interest in Willow Street Associates to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $1,409,733 and cash proceeds to the investment limited partner of $43,000. Of the total proceeds received, $23 represents reporting fees due to an affiliate of the investment partnership and the balance represents proceeds from the transfer. Of the remaining proceeds, $7,500 was paid to BCAMLP for expenses related to the transfer, which includes third party legal costs. The remaining proceeds of $35,477 was returned to cash reserves held by Series 3. The monies held in cash reserves will be utilized to pay current operating expenses, accrued but unpaid asset management fees, and accrued but unpaid expenses of the investment partnership. After all outstanding obligations of the investment partnership are satisfied, any remaining monies will be distributed based on the number of BACs held by each investor at the time of distribution. Annual losses generated by the Operating Partnership, which were applied against the investment limited partnership's investment in the Operating Partnership in accordance with the equity method of accounting, had previously reduced the investment limited partnership investment in the Operating Partnership to zero. Accordingly, a gain on the transfer of the Operating Partnership of the proceeds from the transfer, net of the overhead and expense reimbursement, has been recorded in the amount of $35,477 as of September 30, 2009.

Series 4

As of December 31, 2009 and 2008, the average Qualified Occupancy for the series was 100%. The series had a total of three properties at December 31, 2009, all of which were at 100% Qualified Occupancy.

For the nine month periods ended December 31, 2009 and 2008, Series 4 reflects net loss from Operating Partnerships of $(32,682) and $(204,270), respectively, which includes depreciation and amortization of $212,022 and $368,486, respectively. This is an interim period estimate and it is not indicative of the final year end results.

In December 2008, the investment general partner entered into an agreement to transfer its interest in Clearview Apartments to a non-affiliated entity for its assumption of the outstanding mortgage balance of approximately $728,197 and cash proceeds to the investment limited partner of $21,846. Of the total proceeds received, $960 represents reporting fees due to an affiliate of the investment partnership and the balance represents proceeds from the transfer. Of the remaining proceeds, $5,000 was paid to BCAMLP for expenses related to the transfer, which includes third party legal costs. The remaining proceeds of $15,886 were returned to cash reserves held by Series 4. The monies held in cash reserves will be utilized to pay current operating expenses, accrued but unpaid asset management fees, and accrued but unpaid expenses of the investment partnership. After all outstanding obligations of the investment partnership are satisfied, any remaining monies will be distributed based on the number of BACs held by each investor at the time of distribution. Annual losses generated by the Operating Partnership, which were applied against the investment limited partnership's investment in the Operating Partnership in accordance with the equity method of accounting, had previously reduced the investment limited partnership investment in the Operating Partnership to zero. Accordingly, a gain on the transfer of the Operating Partnership of the proceeds from the transfer, net of the overhead and expense reimbursement, has been recorded in the amount of $15,886 as of December 31, 2008.

In November 2008, the investment general partner entered into an agreement to transfer its investment limited partner interest and general partner interest in Shockoe Hill Associates II to a non-affiliated entity for its assumption of the outstanding mortgage balance of approximately $1,661,406 and cash proceeds to the investment limited partner of $0. There are no proceeds to be returned to the cash reserves held by Series 4. Annual losses generated by the Operating Partnership, which were applied against the investment limited partnership's investment in the Operating Partnership in accordance with the equity method of accounting, had previously reduced the investment limited partnership investment in the Operating Partnership to zero. Accordingly, no gain on the transfer of the Operating Partnership has been recorded as of December 31, 2008.

In December 2008, the investment general partner entered into an agreement to transfer its interest in Burlwood Apartments to a non-affiliated entity for its assumption of the outstanding mortgage balance of approximately $341,456 and cash proceeds to the investment limited partner of $10,244. Of the total proceeds received, $5,000 was paid to BCAMLP for expenses related to the transfer, which includes third party legal costs. The remaining proceeds of $5,244 was returned to cash reserves held by Series 4. The monies held in cash reserves will be utilized to pay current operating expenses, accrued but unpaid asset management fees, and accrued but unpaid expenses of the investment partnership. After all outstanding obligations of the investment partnership are satisfied, any remaining monies will be distributed based on the number of BACs held by each investor at the time of distribution. Annual losses generated by the Operating Partnership, which were applied against the investment limited partnership's investment in the Operating Partnership in accordance with the equity method of accounting, had previously reduced the investment limited partnership investment in the Operating Partnership to zero. Accordingly, a gain on the transfer of the Operating Partnership of the proceeds from the transfer, net of the overhead and expense reimbursement, has been recorded in the amount of $5,244 as of December 31, 2008.

In December 2008, the investment general partner entered into an agreement to transfer its interest in Milliken Apartments to a non-affiliated entity for its assumption of the outstanding mortgage balance of approximately $828,250 and cash proceeds to the investment limited partner of $24,848. Of the total proceeds received, $5,000 was paid to BCAMLP for expenses related to the transfer, which includes third party legal costs. The remaining proceeds of $19,848 were returned to cash reserves held by Series 4. The monies held in cash reserves will be utilized to pay current operating expenses, accrued but unpaid asset management fees, and accrued but unpaid expenses of the investment partnership. After all outstanding obligations of the investment partnership are satisfied, any remaining monies will be distributed based on the number of BACs held by each investor at the time of distribution. Annual losses generated by the Operating Partnership, which were applied against the investment limited partnership's investment in the Operating Partnership in accordance with the equity method of accounting, had previously reduced the investment limited partnership investment in the Operating Partnership to zero. Accordingly, a gain on the transfer of the Operating Partnership of the proceeds from the transfer, net of the overhead and expense reimbursement, has been recorded in the amount of $19,848 as of December 31, 2008.

In April 2009, the investment general partner of Wichita West Housing Associates LP approved an agreement to sell the property and the transaction closed on October 30, 2009. The sales price for the property was $3,516,520, which includes the outstanding mortgage balance of approximately $1,355,624 and cash proceeds to the investment limited partnership of $1,920,958. Of the total proceeds received, $15,000 will be paid to BCAMLP for expenses related to the sale, which includes third party legal costs. The remaining proceeds from the sale of $1,905,958 will be returned to cash reserves held by Series 4. The monies held in cash reserves will be utilized to pay current operating expenses, accrued but unpaid asset management fees, and accrued but unpaid expenses of the investment partnership. After all outstanding obligations of the investment partnership are satisfied, any remaining monies will be distributed based on the number of BACs held by each investor at the time of distribution. In December 2009, the investment partnership received additional proceeds for its share of the Operating Partnership's cash and reserves in the amount of $230,000 which was returned to the cash reserves held by Series 4. Annual losses generated by the Operating Partnership, which were applied against the investment limited partnership's investment in the Operating Partnership in accordance with the equity method of accounting, had previously reduced the investment limited partnership investment in the Operating Partnership to zero. Accordingly, a gain on the transfer of the Operating Partnership of the proceeds from the transfer, net of the overhead and expense reimbursement, has been recorded in the amount of $2,135,958 as of December 31, 2009.

Series 5

As of December 31, 2009 and 2008, the average Qualified Occupancy for the series was 100%. The series had one property at December 31, 2009, which was at 100% Qualified Occupancy.

For the nine month periods ended December 31, 2009 and 2008, Series 5 reflects net loss from Operating Partnerships of $(162,929) and $(112,433), respectively, which includes depreciation and amortization of $69,161 and $129,813, respectively. This is an interim period estimate and it is not indicative of the final year end results.

In September 2007, the investment general partner of Calexico Associates approved an agreement to sell the property and the transaction closed on September 25, 2008. The sales price for the property was $2,047,109, which includes the outstanding mortgage balance of approximately $1,507,109, cash proceeds to the operating general partner of $243,395, and cash proceeds to the investment limited partnerships of $177,437 and $48,921 to Series 2 and Series 5, respectively. Of the total proceeds received, $2,477 and $683, respectively, represents reporting fees due to an affiliate of the investment partnerships and the balance represents proceeds from the sale. Of the remaining proceeds, $11,758 and $3,242 from Series 2 and Series 5, respectively, was paid to BCAMLP for expenses related to the sale, which includes third party legal costs. The remaining proceeds from the sale of $163,202 and $44,996 were returned to cash reserves held by Series 2 and Series 5, respectively. The monies held in cash reserves will be utilized to pay current operating expenses, accrued but unpaid asset management fees, and accrued but unpaid expenses of the investment partnerships. After all outstanding obligations of the investment partnerships are satisfied, any remaining monies will be distributed based on the number of BACs held by each investor at the time of distribution. Annual losses generated by the Operating Partnership, which were applied against the investment limited partnerships' investment in the Operating Partnership in accordance with the equity method of accounting, had previously reduced the investment limited partnership investment in the Operating Partnership to zero. In addition, the general partner paid the non-resident withholdings, in the amount of $13,356 and $3,682 for Series 2 and Series 5, respectively. The sale proceeds were received on October 2, 2008; so a receivable in the amount of $165,679 and $45,679 had been recorded for Series 2 and Series 5, respectively, as of September 30, 2008. Accordingly, a gain on the sale of the Operating

Partnership of the proceeds from the sale, net of the overhead and expense reimbursement and including the non-resident withholding, has been recorded in the amount of $176,558 and $48,678 for Series 2 and Series 5, respectively, as of September 30, 2008. In June 2009, additional sale proceeds of $9,612 and $2,648, respectively, were received and returned to the cash reserves held by Series 2 and Series 5, respectively.

In June 2008, the investment general partner entered into an agreement to transfer its interest in Point Arena Associates to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $1,160,129 and cash proceeds to the investment limited partner of $42,336. Of the total proceeds received, $8,341 represents reporting fees due to an affiliate of the investment partnership and the balance represents proceeds from the transfer. Of the remaining proceeds, $15,000 was paid to BCAMLP for expenses related to the transfer, which includes third party legal costs. The remaining proceeds of $18,995 were returned to cash reserves held by Series 5. The monies held in cash reserves will be utilized to pay current operating expenses, accrued but unpaid asset management fees, and accrued but unpaid expenses of the investment partnership. In addition, the investment general partner on behalf of the investment limited partnership entered into a contingent interest agreement with the Operating Partnership for receipt of a residual payment. Under the terms of the contingent interest agreement, if the property owned by the Operating Partnership is refinanced or sold, on or before June 30, 2013, there would be a residual payment of 50% of the capital transaction proceeds distributable to the investment limited partnership in accordance with the contingent interest agreement. After all outstanding obligations of the investment partnership are satisfied, any remaining monies will be distributed based on the number of BACs held by each investor at the time of distribution. Annual losses generated by the Operating Partnership, which were applied against the investment limited partnership's investment in the Operating Partnership in accordance with the equity method of accounting, had previously reduced the investment limited partnership investment in the Operating Partnership to zero. Accordingly, a gain on the sale of the Operating Partnership of the proceeds from the sale, net of the overhead and expense reimbursement, has been recorded in the amount of $18,995 as of June 30, 2008.


Series 6

The series did not have any properties as of December 31, 2009 and 2008. As a result, net loss from Operating Partnerships, which include depreciation and amortization, is $0 for all periods presented.

In August 2008, the investment general partner entered into an agreement to transfer its interest in Briarwood Estates, LP to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $547,558 and cash proceeds to the investment partnership of $25,680. Of the total proceeds received, $5,000 was paid to BCAMLP for expenses related to the transfer, which includes third party legal costs. The remaining proceeds of $20,680 were returned to cash reserves held by Series 6. The monies held in cash reserves will be utilized to pay current operating expenses, accrued but unpaid asset management fees, and accrued but unpaid expenses of the investment partnership. After all outstanding obligations of the investment partnership are satisfied, any remaining monies will be distributed based on the number of BACs held by each investor at the time of distribution. Annual losses generated by the Operating Partnership, which were applied against the investment limited partnership's investment in the Operating Partnership in accordance with the equity method of accounting, had previously reduced the investment limited partnership investment in the Operating Partnership to zero. Accordingly, a gain on the sale of the Operating Partnership of the proceeds from the sale, net of the overhead and expense reimbursement, has been recorded in the amount of $20,680 as of September 30, 2008.

In August 2008, the investment general partner entered into an agreement to transfer its interest in Kearney Properties II LP to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $348,368 and cash proceeds to the investment partnership of $17,120. Of the total proceeds received, $5,000 was paid to BCAMLP for expenses related to the transfer, which includes third party legal costs. The remaining proceeds of $12,120 were returned to cash reserves held by Series 6. The monies held in cash reserves will be utilized to pay current operating expenses, accrued but unpaid asset management fees, and accrued but unpaid expenses of the investment partnership. After all outstanding obligations of the investment partnership are satisfied, any remaining monies will be distributed based on the number of BACs held by each investor at the time of distribution. Annual losses generated by the Operating Partnership, which were applied against the investment limited partnership's investment in the Operating Partnership in accordance with the equity method of accounting, had previously reduced the investment limited partnership investment in the Operating Partnership to zero. Accordingly, a gain on the sale of the Operating Partnership of the proceeds from the sale, net of the overhead and expense reimbursement, has been recorded in the amount of $12,120 as of September 30, 2008.

In August 2008, the investment general partner entered into an agreement to transfer its interest in Pleasant Hill Properties LP to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $541,802 and cash proceeds to the investment partnership of $25,680. Of the total proceeds received, $5,000 was paid to BCAMLP for expenses related to the transfer, which includes third party legal costs. The remaining proceeds of $20,680 were returned to cash reserves held by Series 6. The monies held in cash reserves will be utilized to pay current operating expenses, accrued but unpaid asset management fees, and accrued but unpaid expenses of the investment partnership. After all outstanding obligations of the investment partnership are satisfied, any remaining monies will be distributed based on the number of BACs held by each investor at the time of distribution. Annual losses generated by the Operating Partnership, which were applied against the investment limited partnership's investment in the Operating Partnership in accordance with the equity method of accounting, had previously reduced the investment limited partnership investment in the Operating Partnership to zero. Accordingly, a gain on the sale of the Operating Partnership of the proceeds from the sale, net of the overhead and expense reimbursement, has been recorded in the amount of $20,680 as of September 30, 2008.

In August 2008, the investment general partner entered into an agreement to transfer its interest in Socorro Properties, LP to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $1,200,586 and cash proceeds to the investment partnership of $34,240. Of the total proceeds received, $5,000 was paid to BCAMLP for expenses related to the transfer, which includes third party legal costs. The remaining proceeds of $29,240 were returned to cash reserves held by Series 6. The monies held in cash reserves will be utilized to pay current operating expenses, accrued but unpaid asset management fees, and accrued but unpaid expenses of the investment partnership. After all outstanding obligations of the investment partnership are satisfied, any remaining monies will be distributed based on the number of BACs held by each investor at the time of distribution. Annual losses generated by the Operating Partnership, which were applied against the investment limited partnership's investment in the Operating Partnership in accordance with the equity method of accounting, had previously reduced the investment limited partnership investment in the Operating Partnership to zero. Accordingly, a gain on the sale of the Operating Partnership of the proceeds from the sale, net of the overhead and expense reimbursement, has been recorded in the amount of $29,240 as of September 30, 2008.

In October 2008, the investment general partner of Series 6 and Boston Capital Tax Credit Fund II LP - Series 9, respectively, entered into an agreement to transfer its interest in Hacienda Villa Associates LP to a non-affiliated entity for its assumption of the outstanding mortgage balance of approximately $5,943,874 and cash proceeds to the investment limited partnerships of $103,200 and $111,800 to Series 6 and Series 9, respectively. Of the total proceeds received, $47,520 and $51,480 to Series 6 and Series 9, respectively, represents reporting fees due to an affiliate of the investment partnerships and the balance represents proceeds from the transfer. Of the remaining proceeds, $12,000 and $13,000 from Series 6 and Series 9, respectively, was paid to BCAMLP for expenses related to the transfer, which includes third party legal costs. The remaining proceeds of $43,680 and $47,320 were returned to cash reserves held by Series 6 and Series 9, respectively. The monies held in cash reserves will be utilized to pay current operating expenses, accrued but unpaid asset management fees, and accrued but unpaid expenses of the investment partnership. After all outstanding obligations of the investment partnership are satisfied, any remaining monies will be distributed based on the number of BACs held by each investor at the time of distribution. Annual losses generated by the Operating Partnership, which were applied against the investment limited partnership's investment in the Operating Partnership in accordance with the equity method of accounting, had previously reduced the investment limited partnership investment in the Operating Partnership to zero. Accordingly, a gain on the transfer of the Operating Partnership of the proceeds from the transfer, net of the overhead and expense reimbursement, has been recorded in the amount of $43,680 and $47,320 to Series 6 and Series 9, respectively, as of December 31, 2008.

In December 2008, the investment general partner entered into an agreement to transfer its interest in Green Pines Associates Limited Partnership to a non-affiliated entity for its assumption of the outstanding mortgage balance of approximately $1,373,215 and cash proceeds to the investment limited partner of $41,196. Of the total proceeds received, $3,708 represents reporting fees due to an affiliate of the investment partnership, and the balance represents proceeds from the transfer. Of the remaining proceeds, $19,326 was paid to BCAMLP for expenses related to the transfer, which includes third party legal costs and transfer tax. The remaining proceeds of $18,162 were returned to cash reserves held by Series 6. The monies held in cash reserves will be utilized to pay current operating expenses, accrued but unpaid asset management fees, and accrued but unpaid expenses of the investment partnership. After all outstanding obligations of the investment partnership are satisfied, any remaining monies will be distributed based on the number of BACs held by each investor at the time of distribution. Annual losses generated by the Operating Partnership, which were applied against the investment limited partnership's investment in the Operating Partnership in accordance with the equity method of accounting, had previously reduced the investment limited partnership investment in the Operating Partnership to zero. Accordingly, a gain on the transfer of the Operating Partnership of the proceeds from the transfer, net of the overhead and expense reimbursement, has been recorded in the amount of $18,162 as of December 31, 2008.

In December 2008, the investment general partner entered into an agreement to transfer its interest in Woodcliff Apartments to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $725,905 and cash proceeds to the investment limited partner of $0. There are no proceeds to be returned to cash reserves held by Series 6. Annual losses generated by the Operating Partnership, which were applied against the investment limited partnership's investment in the Operating Partnership in accordance with the equity method of accounting, had previously reduced the investment limited partnership investment in the Operating Partnership to zero. Accordingly, no gain on the transfer of the Operating Partnership has been recorded as of December 31, 2008.

Principal Accounting Policies and Estimates

The financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (GAAP), which require the Partnership to make various estimates and assumptions. The following section is a summary of some aspects of those accounting policies that may require subjective or complex judgments and are most important to the portrayal of the Partnership's financial condition and results of operations. The Partnership believes that there is a low probability that the use of different estimates or assumptions in making these judgments would result in materially different amounts being reported in the financial statements.

The Partnership is required to assess potential impairments to its long-lived assets, which are primarily investments in limited partnerships. The Partnership accounts for its investment in limited partnerships in accordance with the equity method of accounting since the Partnership does not control the operations of the Operating Partnerships. The purpose of an impairment analysis is to verify that the real estate investment balance reflected on the balance sheet does not exceed the value of the underlying investments.

If the book value of the Partnership's investment in an Operating Partnership exceeds the estimated value derived by management, which generally consists of the remaining future Low-Income Housing Credits allocable to the Partnership and the estimated residual value to the Partnership, the Partnership reduces its investment in the Operating Partnership and includes this reduction in equity in loss of investment of limited partnerships.

As of March 31, 2004, the Partnership adopted GAAP for the Consolidation of Variable Interest Entities. GAAP provides guidance on when a company should include the assets, liabilities, and activities of a variable interest entity ("VIE") in its financial statements and when it should disclose information about its relationship with a VIE. A VIE is a legal structure used to conduct activities or hold assets, which must be consolidated by a company if it is the primary beneficiary because it absorbs the majority of the entity's expected losses, the majority of the expected returns, or both.

Based on this guidance, the Operating Partnerships in which the Partnership invests meet the definition of a VIE. However, management does not consolidate the Partnership's interests in these VIEs under this guidance, as it is not considered to be the primary beneficiary. The Partnership currently records the amount of its investment in these partnerships as an asset on its balance sheet, recognizes its share of partnership income or losses in the statements of operations, and discloses how it accounts for material types of these investments in its financial statements.

The Partnership's balance in investment in Operating Partnerships, plus the risk of recapture of tax credits previously recognized on these investments, represents its maximum exposure to loss. The Partnership's exposure to loss on these partnerships is mitigated by the condition and financial performance of the underlying properties as well as the strength of the local general partners and their guarantee against credit recapture.

 

 

Recent Accounting Changes

In September 2006, the Financial Accounting Standards Board ("FASB") issued GAAP for Fair Value Measurements, which defines fair value, establishes a framework for measuring fair value and expands disclosure about fair value measurements. This guidance is effective for financial statements issued for fiscal years beginning after November 15, 2007 and shall be applied prospectively except for very limited transactions. In February 2008, the FASB delayed for one year implementation of the guidance as it pertains to certain non-financial assets and liabilities. The Partnership adopted GAAP for Fair Value Measurements effective April 1, 2008, except as it applies to those non-financial assets and liabilities, for which the effective date was April 1, 2009. The Partnership has determined that adoption of this guidance has no material impact on the Partnership's financial statements.

In February 2007, the FASB issued GAAP for The Fair Value Option for Financial Assets and Financial Liabilities. This guidance permits entities to choose to measure many financial instruments and certain other items at fair value. The fair value election is designed to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. It is effective for fiscal years beginning after November 15, 2007. On April 1, 2008, the Partnership adopted GAAP for The Fair Value Option for Financial Assets and Financial Liabilities and elected not to apply the provisions to its eligible financial assets and financial liabilities on the date of adoption. Accordingly, the initial application of the guidance had no effect on the Partnership.

In June 2006, GAAP for Accounting for Uncertainty in Income Taxes, an interpretation of GAAP for Accounting for Income Taxes, was issued. This requires all taxpayers to analyze all material positions they have taken or plan to take in all tax returns that have been filed or should have been filed with all taxing authorities for all years still subject to challenge by those taxing authorities. If the position taken is "more-likely-than-not" to be sustained by the taxing authority on its technical merits and if there is more than a 50% likelihood that the position would be sustained if challenged and considered by the highest court in the relevant jurisdiction, the tax consequences of that position should be reflected in the taxpayer's GAAP financial statements. Earlier proposed interpretations of GAAP for Accounting for Income Taxes had recommended a "probable" standard for recognition of tax consequences rather than the "more-likely-than-not" standard finally adopted.

Because the Partnership has elected to be treated as a pass-through entity for income tax purposes and, as such, is not subject to income taxes, this guidance does not currently have any impact on the Partnership's financial statements.

In April 2009, the FASB issued GAAP for Interim Disclosures about Fair Value of Financial Instruments.  This requires disclosure about the method and significant assumptions used to establish the fair value of financial instruments for interim reporting periods as well as annual statements.  It became effective for Boston Capital Tax Credit Fund L.P. as of and for the interim period ended June 30, 2009 and has no impact on the Partnership's financial condition or results of operations.

 

Recent Accounting Changes - continued

In November 2008, the FASB issued GAAP on Equity Method Investment Accounting Considerations that addresses how the initial carrying value of an equity method investment should be determined, how an impairment assessment of an underlying indefinite-lived intangible asset of an equity method investment should be performed, how an equity method investee's issuance of shares should be accounted for, and how to account for a change in an investment from the equity method to the cost method. This guidance is effective in fiscal years beginning on or after December 15, 2008, and interim periods within those fiscal years. The Partnership adopted the guidance for the interim quarterly period beginning April 1, 2009. The impact of adopting it does not have a material impact on the Partnership's financial condition or results of operations.

In May 2009, the FASB issued GAAP for Subsequent Events. It establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued.  It is effective for Boston Capital Tax Credit Fund L.P. as of and for the interim period ended June 30, 2009, and has no material impact on the Partnership's financial condition or results of operations.

In June 2009, the FASB issued an amendment to the accounting and disclosure requirements for the consolidation of variable interest entities (VIEs).  The amended guidance modifies the consolidation model to one based on control and economics, and replaces the current quantitative primary beneficiary analysis with a qualitative analysis. The primary beneficiary of a VIE will be the entity that has (1) the power to direct the activities of the VIE that most significantly impact the VIE's economic performance and (2) the obligation to absorb losses or receive benefits that could potentially be significant to the VIE.  If multiple unrelated parties share such power, as defined, no party will be required to consolidate the VIE. Further, the amended guidance requires continual reconsideration of the primary beneficiary of a VIE and adds an additional reconsideration event for determination of whether an entity is a VIE.  Additionally, the amendment requires enhanced and expanded disclosures around VIEs.  This amendment is effective for fiscal years beginning after November 15, 2009.  The adoption of this guidance will not have a material effect on the Partnership's financial statements.

In June 2009, the FASB issued the Accounting Standards Codification (Codification). Effective July 1, 2009, the Codification is the single source of authoritative accounting principles recognized by the FASB to be applied by non-governmental entities in the preparation of financial statements in conformity with GAAP. The Codification is intended to reorganize, rather than change, existing GAAP. Accordingly, all references to currently existing GAAP have been removed and have been replaced with plain English explanations of the Partnership's accounting policies. The adoption of the Codification did not have a material impact on the Partnership's financial position or results of operations.

 

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

 

 

 

Not Applicable

Item 4T.

Controls & Procedures

 

 

 

 

(a)

Evaluation of Disclosure Controls and Procedures

 

 

As of the end of the period covered by this report, the Partnership's general partner, under the supervision and with the participation of the Principal Executive Officer and Principal Financial Officer of C&M Management Inc., carried out an evaluation of the effectiveness of the Partnership's "disclosure controls and procedures" as defined under the Securities Exchange Act of 1934 Rules 13a-15 and 15d-15. Based on that evaluation, the Partnership's Principal Executive Officer and Principal Financial Officer have concluded that as of the end of the period covered by this report, the Partnership's disclosure controls and procedures were effective to ensure that information required to be disclosed by it in the reports that it files or submits under the Securities Exchange Act of 1934 (i) is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and (ii) is accumulated and communicated to the Partnership's management, including the Partnership's Principal Executive Officer and Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

 

 

 

 

(b)

Changes in Internal Controls

 

 

There were no changes in the Partnership's internal control over financial reporting that occurred during the quarter ended December 31, 2009 that materially affected, or are reasonably likely to materially affect, the Partnership's internal control over financial reporting.

 

 

 

PART II - OTHER INFORMATION

Item 1.

Legal Proceedings

 

 

 

None

 

 

Item 1A.

Risk Factors

 

 

 

There have been no material changes from the risk factors set forth under Part I, Item 1A. "Risk Factors" in our Form 10-K for the fiscal year ended March 31, 2009.

 

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

 

 

 

None

 

 

Item 3.

Defaults upon Senior Securities

 

 

 

None

 

 

Item 4.

Submission of Matters to a Vote of Security 
Holders

 

 

 

None

 

 

Item 5.

Other Information

 

 

 

None

 

 

Item 6.

Exhibits

 

 

 

(a)Exhibits

 

 

 

 

31.a Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, of John P. Manning, Principal Executive Officer, filed herein

 

 

 

 

31.b Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, of Marc N. Teal, Principal Financial Officer, filed herein

 

 

 

 

32.a Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of John P. Manning, Principal Executive Officer, filed herein

 

 

 

 

 

32.b Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of Marc N. Teal, Principal Financial Officer, filed herein

 

 

 

 

SIGNATURES


Pursuant to the requirements of Section 13 of the Securities
Exchange Act of 1934, the Partnership has duly caused this Report to be
signed on its behalf by the undersigned, thereunto duly authorized.

 

 

 

 

Boston Capital Tax Credit Fund Limited Partnership

 

 

 

 

By:

Boston Capital Associates Limited
Partnership, General Partner

 

 

 

 

 

By:

BCA Associates Limited Partnership,
General Partner

 

 

 

 

 

By:

C&M Management, Inc.,
General Partner

 

 

 

 

Date: February 16, 2010

/s/ John P. Manning

 

John P. Manning

 

 

 





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 Partnership and in the capacities and on the dates
indicated:

DATE:

SIGNATURE:

TITLE:

February 16, 2010

/s/ John P. Manning
John P. Manning

Director, President
(Principal Executive
Officer), C&M Management
Inc.; Director, President
(Principal Executive
Officer) BCTC Assignor Corp.



DATE:

SIGNATURE:

TITLE:

February 16, 2010

/s/ Marc N. Teal
Marc N. Teal

Chief Financial Officer
(Principal Financial and
Accounting Officer), C&M Management Inc; Chief
Financial Officer (Principal
Financial and Accounting
Officer) BCTC Assignor Corp.