Attached files

file filename
EX-31 - BCTC I SEPTEMBER 2009 CERTIFICATION 302 - BOSTON CAPITAL TAX CREDIT FUND LTD PARTNERSHIPb1909cert302jpm.htm
EX-32 - BCTC I SEPTEMBER 2009 CERTIFICATION 906 - BOSTON CAPITAL TAX CREDIT FUND LTD PARTNERSHIPb1909cert906jpm.htm
EX-31 - BCTC I SEPTEMBER 2009 CERTIFICATION 302 - BOSTON CAPITAL TAX CREDIT FUND LTD PARTNERSHIPb1909cert302mnt.htm
EX-32 - BCTC I SEPTEMBER 2009 CERTIFICATION 906 - BOSTON CAPITAL TAX CREDIT FUND LTD PARTNERSHIPb1909cert906mnt.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 September 30, 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
SEPTEMBER 30, 2009

TABLE OF CONTENTS
FOR THE QUARTER ENDED SEPTEMBER 30, 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 six months 18

Six Months Operations Series 1 19

Six Months Operations Series 2 20

Six Months Operations Series 3 21

Six Months Operations Series 4 22

Six Months Operations Series 5 23

Six 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 SEPTEMBER 30, 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 38

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


 

 

 

September 30,

2009

(Unaudited)

March 31,

2009

(Audited)

ASSETS

Cash and cash equivalents

$  3,333,598

$  3,297,198

 



 

$  3,333,598

$  3,297,198

     

LIABILITIES

   
     

Accounts payable

$     15,000

$      1,616

Accounts payable affiliates (note C)

  6,232,923

  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 






(2,094,425)






(2,061,821)

General Partner

  (819,900)

  (819,572)

 

(2,914,325)

(2,881,393)

 

$  3,333,598

$  3,297,198

 

 


 

 

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of this statement

 

 

Boston Capital Tax Credit Fund Limited Partnership

BALANCE SHEETS

Series 1

 

 

 

September 30,

2009

(Unaudited)

March 31,

2009

(Audited)

ASSETS

Cash and cash equivalents

$      46,846

$     53,723

     
 

$      46,846

$     53,723

     

LIABILITIES

   
     

Accounts payable

$           -

$          -

Accounts payable affiliates (note C)

   2,591,160

  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 






(2,406,038)






(2,386,417)

General Partner

   (138,276)

   (138,078)

 

 (2,544,314)

 (2,524,495)

 

$      46,846

$      53,723

 

 

 

 

 

 




The accompanying notes are an integral part of this statement

 

 

 

Boston Capital Tax Credit Fund Limited Partnership

BALANCE SHEETS

Series 2

 

 

 

September 30,

2009

(Unaudited)

March 31,

2009

(Audited)

ASSETS

Cash and cash equivalents

$  1,117,461

$ 1,108,583

     
 

$  1,117,461

$ 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 






1,172,498






1,163,709

General Partner

   (55,037)

  (55,126)

 

  1,117,461

 1,108,583

 

$  1,117,461

$ 1,108,583

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of this statement

 

 

 

Boston Capital Tax Credit Fund Limited Partnership

BALANCE SHEETS

Series 3

 

 

 

September 30,

2009

(Unaudited)

March 31,

2009

(Audited)

ASSETS

Cash and cash equivalents


$    205,481


$   140,154

     
 

$    205,481

$   140,154

     

LIABILITIES

   
     

Accounts payable

$     15,000

$         -

Accounts payable affiliates (note C)

  2,817,330

 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 






(2,367,763)






(2,393,086)

General Partner

  (259,086)

  (259,342)

 


(2,626,849)


(2,652,428)

 


$    205,481


$    140,154

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of this statement

 

 

 

Boston Capital Tax Credit Fund Limited Partnership

BALANCE SHEETS

Series 4

 

 

 

September 30,

2009

(Unaudited)

March 31,

2009

(Audited)

ASSETS

Cash and cash equivalents

$    137,959

$    136,149

     
 

$    137,959

$    136,149

     

LIABILITIES

   
     

Accounts payable

$          -

$          -

Accounts payable affiliates (note C)

    824,433

    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 






(431,447)






(415,163)

General Partner

  (255,027)

  (254,863)

 

  (686,474)

  (670,026)

 

$    137,959

$    136,149

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of this statement

 

 

 

Boston Capital Tax Credit Fund Limited Partnership

BALANCE SHEETS

Series 5

 

 

 

September 30,

2009

(Unaudited)

March 31,

2009

(Audited)

ASSETS

Cash and cash equivalents

$    486,262

$     502,872

     
 

$    486,262

$     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 






523,113






539,557

General Partner

   (36,851)

    (36,685)

 

    486,262

     502,872

 

$    486,262

$     502,872

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of this statement

 

 

 

Boston Capital Tax Credit Fund Limited Partnership

BALANCE SHEETS

Series 6

 

 

 

September 30,

2009

(Unaudited)

March 31,

2009

(Audited)

ASSETS

Cash and cash equivalents

$  1,339,589

$  1,355,717

     
 

$  1,339,589

$  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 






1,415,212






1,429,579

General Partner

   (75,623)

   (75,478)

 

  1,339,589

  1,354,101

 

$  1,339,589

$  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 September 30,
(Unaudited)

 


     2009


     2008

         

Income

       

  Interest income

$     2,884

 

$    12,305

 

  Miscellaneous income

    22,629

 

    14,898

 
 

    25,513

 

    27,203

 

Share of income from Operating
  Partnerships(Note D)


    62,941

 


   456,406

 

         

Expenses

       

  Professional fees

52,779

 

84,541

 

  Partnership management fees (Note C)

24,312

 

52,452

 

  General and administrative fees

    26,627

 

    26,218

 

  


   103,718

 


   163,211

 
         

  NET INCOME (LOSS)

$  (15,264)

 

$   320,398

 
         

Net income (loss) allocated to assignees

$  (15,111)

 

$   317,193

 
         

Net income (loss) allocated to general partner


$     (153)

 


$     3,205

 
         

Net income (loss) per BAC

$     (.00)

 

$       .03

 
         








The accompanying notes are an integral part of this statement

 

Boston Capital Tax Credit Fund Limited Partnership

STATEMENTS OF OPERATIONS

Three Months Ended September 30,

(Unaudited)

Series 1


     2009


     2008

         

Income

       

  Interest income

$         45

 

$        355

 

Miscellaneous income

          -

 

          -

 

         45

        355

Share of income from Operating
  Partnerships(Note D)

          -

          -

         

Expenses

       

  Professional fees

7,796

 

14,283

 

  Partnership management fees (Note C)    

5,016

 

5,016

 

  General and administrative fees

      3,931

 

      3,897

 

  


     16,743

 


     23,196

 
         

  NET INCOME (LOSS)

$   (16,698)

 

$   (22,841)

 
         

Net income (loss) allocated to assignees

$   (16,531)

 

$   (22,613)

 
         

Net income (loss) allocated to general partner


$      (167)

 


$      (228)

 
         

Net income (loss) per BAC

$      (.01)

 

$      (.02)

 

       

 

 













The accompanying notes are an integral part of this statement

 

 

Boston Capital Tax Credit Fund Limited Partnership

STATEMENTS OF OPERATIONS

Three Months Ended September 30,

(Unaudited)

Series 2


     2009


     2008

       

Income

     

 Interest income

$        983

$      2,596

 

 Miscellaneous income

          -

          -

 
 


        983


      2,596

 

Share of income from Operating
  Partnerships(Note D)

          -

    325,008

       

Expenses

     

 Professional fees

7,745

11,763

 

 Partnership management fees (Note C)

5,130

3,944

 

 General and administrative fees

      3,187

      3,306

 

 


     16,062


     19,013

 
       

  NET INCOME (LOSS)

$   (15,079)

$    308,591

 
       

Net income (loss) allocated to assignees

$   (14,928)

$    305,505

 
       

Net income (loss) allocated to general partner


$      (151)


$      3,086

 
       

Net income (loss) per BAC

$      (.02)

$        .37

 
       
















The accompanying notes are an integral part of this statement

 

Boston Capital Tax Credit Fund Limited Partnership

STATEMENTS OF OPERATIONS

Three Months Ended September 30,
(Unaudited)

Series 3


      2009


       2008

         

Income

       

  Interest income

$        136

 

$        543

 

  Miscellaneous income

         52

 

      2,321

 
 

        188

 

      2,864

 

Share of income from Operating
  Partnerships(Note D)


     62,941


          -

 

         

Expenses

       

  Professional fees

12,393

 

16,942

 

  Partnership management fees (Note C)

1,360

 

16,107

 

  General and administrative expenses

      7,030

 

      6,654

 

  


     20,783

 


     39,703

 
         

  NET INCOME (LOSS)

$     42,346

 

$   (36,839)

 
         

Net income (loss) allocated to assignees

$     41,923

 

$   (36,471)

 
         

Net income (loss) allocated to general partner


$        423

 


$      (368)

 
         

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 September 30,

(Unaudited)

Series 4


      2009


       2008

         

Income

       

  Interest income

$       116

 

$       574

 

  Miscellaneous income

    22,577

 

    12,577

 
 

    22,693

 

    13,151

 

Share of income from Operating
  Partnerships(Note D)

         -

         -

         

Expenses

       

  Professional fees

9,386

 

16,502

 

  Partnership management fees (Note C)

9,129

 

13,278

 

  General and administrative fees

     6,458

 

     6,185

 

  


    24,973

 


    35,965

 
         

  NET INCOME (LOSS)

$   (2,280)

 

$  (22,814)

 
         

Net income (loss) allocated to assignees

$   (2,257)

 

$  (22,586)

 
         

Net income (loss) allocated to general partner


$      (23)

 


$     (228)

 
         

Net income (loss) per BAC

$     (.00)

 

$     (.01)

 
         

 












The accompanying notes are an integral part of this statement

 

Boston Capital Tax Credit Fund Limited Partnership

STATEMENTS OF OPERATIONS

Three Months Ended September 30,
(Unaudited)

Series
5


      2009


       2008

     

Income

   

  Interest income

$        432

$      2,321

  Miscellaneous income

          -

          -

 

        432

      2,321

Share of income from Operating
  Partnerships(Note D)

          -

     48,678

     

Expenses

   

  Professional fees

6,843

10,352

  Partnership management fees (Note C)

3,677

3,222

  General and administrative fees

      2,439

      2,583

  


     12,959


     16,157

     

  NET INCOME (LOSS)

$   (12,527)

$     34,842

     

Net income (loss) allocated to assignees

$   (12,402)

$     34,494

     

Net income (loss) allocated to general partner


$      (125)


$        348

Net income (loss) per BAC

$      (.03)

$        .07

     


















The accompanying notes are an integral part of this statement

 

Boston Capital Tax Credit Fund Limited Partnership

STATEMENTS OF OPERATIONS

Three Months Ended September 30,

(Unaudited)

Series 6


      2009


       2008

         

Income

       

  Interest income

$      1,172

 

$      5,916

 

  Miscellaneous income

          -

 

          -

 
 

      1,172

 

      5,916

 

Share of income from Operating
  Partnerships(Note D)

          -

     82,720

         

Expenses

       

  Professional fees

8,616

 

14,699

 

  Partnership management fees (Note C)

-

 

10,885

 

  General and administrative expenses

      3,582

 

      3,593

 

  


     12,198

 


     29,177

 
         

  NET INCOME (LOSS)

$   (11,026)

 

$     59,459

 
         

Net income (loss) allocated to assignees

$   (10,916)

 

$     58,864

 
         

Net income (loss) allocated to general partner


$      (110)

 


$        595

 

Net income (loss) per BAC

$      (.01)

 

$        .05

 

 






 

 

 

 

 

The accompanying notes are an integral part of this statement

 

 

Boston Capital Tax Credit Fund Limited Partnership

STATEMENTS OF OPERATIONS


Six Months Ended September 30,
(Unaudited)

 


     2009


     2008

         

Income

       

  Interest income

$     5,755

 

$    23,220

 

  Miscellaneous income

    23,618

 

    49,978

 
 

    29,373

 

    73,198

 

Share of income from Operating
  Partnerships(Note D)


    95,792

 


 1,216,808

 

         

Expenses

       

  Professional fees

68,695

 

84,974

 

  Partnership management fees (Note C)

47,547

 

64,823

 

  General and administrative fees

    41,855

 

    46,087

 

  


   158,097

 


   195,884

 
         

  NET INCOME (LOSS)

$  (32,932)

 

$ 1,094,122

 
         

Net income (loss) allocated to assignees

$  (32,604)

 

$ 1,083,182

 
         

Net income (loss) allocated to general partner


$     (328)

 


$    10,940

 
         

Net income (loss) per BAC

$     (.00)

 

$       .11

 
         








The accompanying notes are an integral part of this statement

 

Boston Capital Tax Credit Fund Limited Partnership

STATEMENTS OF OPERATIONS

Six Months Ended September 30,
(Unaudited)

Series 1


      2009


      2008

         

Income

       

  Interest income

$         91

 

$        708

 

Miscellaneous income

         73

 

          -

 

        164

        708

Share of income from Operating
  Partnerships(Note D)

          -

          -

         

Expenses

       

  Professional fees

10,140

 

14,282

 

  Partnership management fees (Note C)    

3,703

 

10,875

 

  General and administrative fees

      6,140

 

      6,936

 

  


     19,983

 


     32,093

 
         

  NET INCOME(LOSS)

$   (19,819)

 

$   (31,385)

 
         

Net income (loss) allocated to assignees

$   (19,621)

 

$   (31,071)

 
         

Net income (loss) allocated to general partner


$      (198)

 


$      (314)

 
         

Net income (loss) per BAC

$      (.02)

 

$      (.02)

 
         

 

 













The accompanying notes are an integral part of this statement

 

 

Boston Capital Tax Credit Fund Limited Partnership

STATEMENTS OF OPERATIONS

Six Months Ended September 30,
(Unaudited)

Series 2


     2009


     2008

       

Income

     

 Interest income

$      1,954

$      4,021

 

 Miscellaneous income

          -

          -

 
 


      1,954


      4,021

 

Share of income from Operating
  Partnerships(Note D)

     30,203

  1,066,415

       

Expenses

     

 Professional fees

10,089

11,762

 

 Partnership management fees (Note C)

8,062

(26,727)

 

 General and administrative fees

      5,128

      5,774

 

 


     23,279


    (9,191)

 
       

  NET INCOME(LOSS)

$      8,878

$  1,079,627

 
       

Net income (loss) allocated to assignees

$      8,789

$  1,068,831

 
       

Net income (loss) allocated to general partner


$         89


$     10,796

 
       

Net income (loss) per BAC

$        .01

$       1.29

 
       
















The accompanying notes are an integral part of this statement

 

Boston Capital Tax Credit Fund Limited Partnership

STATEMENTS OF OPERATIONS

Six Months Ended September 30,
(Unaudited)

Series 3


      2009


      2008

         

Income

       

  Interest income

$        257

 

$      1,021

 

  Miscellaneous income

         52

 

     37,036

 
 

        309

 

     38,057

 

Share of income from Operating
  Partnerships(Note D)


     62,941


          -

 

         

Expenses

       

  Professional fees

16,163

 

17,189

 

  Partnership management fees (Note C)

10,462

 

32,764

 

  General and administrative expenses

     11,046

 

     11,689

 

  


     37,671

 


     61,642

 
         

  NET INCOME(LOSS)

$     25,579

 

$   (23,585)

 
         

Net income (loss) allocated to assignees

$     25,323

 

$   (23,349)

 
         

Net income (loss) allocated to general partner


$        256

 


$      (236)

 
         

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

Six Months Ended September 30,
(Unaudited)


Series 4


      2009


      2008

         

Income

       

  Interest income

$       233

 

$     1,149

 

  Miscellaneous income

    23,493

 

    12,942

 
 

    23,726

 

    14,091

 

Share of income from Operating
  Partnerships(Note D)

         -

         -

         

Expenses

       

  Professional fees

12,156

 

16,691

 

  Partnership management fees (Note C)

18,111

 

25,543

 

  General and administrative fees

     9,907

 

    10,726

 

  


    40,174

 


    52,960

 
         

  NET INCOME(LOSS)

$  (16,448)

 

$  (38,869)

 
         

Net income (loss) allocated to assignees

$  (16,284)

 

$  (38,480)

 
         

Net income (loss) allocated to general partner


$     (164)

 


$     (389)

 
         

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

Six Months Ended September 30,
(Unaudited)

Series 5


      2009


      2008

     

Income

   

  Interest income

$        867

$      4,574

  Miscellaneous income

          -

          -

 

        867

      4,574

Share of income from Operating
  Partnerships(Note D)

      2,648

     67,673

     

Expenses

   

  Professional fees

8,902

10,351

  Partnership management fees (Note C)

7,209

599

  General and administrative fees

      4,014

      4,586

  


     20,125


     15,536

     

  NET INCOME(LOSS)

$   (16,610)

$     56,711

     

Net income (loss) allocated to assignees

$   (16,444)

$     56,144

     

Net income (loss) allocated to general partner


$      (166)


$        567

Net income (loss) per BAC

$      (.03)

$        .11

     


















The accompanying notes are an integral part of this statement

 

Boston Capital Tax Credit Fund Limited Partnership

STATEMENTS OF OPERATIONS

Six Months Ended September 30,
(Unaudited)


Series 6


      2009


      2008

         

Income

       

  Interest income

$      2,353

 

$     11,747

 

  Miscellaneous income

          -

 

          -

 
 

      2,353

 

     11,747

 

Share of income from Operating
  Partnerships(Note D)

          -

     82,720

         

Expenses

       

  Professional fees

11,245

 

14,699

 

  Partnership management fees (Note C)

-

 

21,769

 

  General and administrative expenses

      5,620

 

      6,376

 

  


     16,865

 


     42,844

 
         

  NET INCOME(LOSS)

$   (14,512)

 

$     51,623

 
         

Net income (loss) allocated to assignees

$   (14,367)

 

$     51,107

 
         

Net income (loss) allocated to general partner


$      (145)

 


$        516

 

Net income (loss) per BAC

$      (.01)

 

$        .04

 

 






 

 

 

 

 

The accompanying notes are an integral part of this statement

 

Boston Capital Tax Credit Fund Limited Partnership

STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)

Six Months Ended September 30, 2009

(Unaudited)



Assignees



General
Partner





Total

     

Partners' capital
(deficit)
  April 1, 2009



$(2,061,821)



$  (819,572)



$(2,881,393)

       

Net income (loss)

   (32,604)

      (328)

   (32,932)

       

Partners' capital
(deficit),
  September 30, 2009



$(2,094,425)



$  (819,900)



$(2,914,325)

       



























The accompanying notes are an integral part of this statement

 

 

Boston Capital Tax Credit Fund Limited Partnership

STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)

Six Months Ended September 30, 2009

(Unaudited)

 


Assignees

General
Partner

Total

Series 1

     

Partners' capital
(deficit)
  April 1, 2009



$(2,386,417)



$  (138,078)



$(2,524,495)

       

Net income (loss)

   (19,621)

      (198)

   (19,819)

       

Partners' capital
(deficit),
  September 30, 2009



$(2,406,038)



$  (138,276)



$(2,544,314)

       
       

Series 2

     

Partners' capital
(deficit)
  April 1, 2009



$  1,163,709



$   (55,126)



$  1,108,583

       

Net income (loss)

      8,789

         89

      8,878

       

Partners' capital
(deficit),
  September 30, 2009



$  1,172,498



$   (55,037)



$  1,117,461

       














The accompanying notes are an integral part of these statements.

 

 

 

Boston Capital Tax Credit Fund Limited Partnership

STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)

Six Months Ended September 30, 2009

(Unaudited)

 


Assignees

General
Partner

Total

Series 3

     

Partners' capital
(deficit)
  April 1, 2009



$(2,393,086)



$  (259,342)



$(2,652,428)

       

Net income (loss)

     25,323

        256

     25,579

       

Partners' capital
(deficit),
  September 30, 2009



$(2,367,763)



$  (259,086)



$(2,626,849)

       
       

Series 4

     

Partners' capital
(deficit)
  April 1, 2009



$  (415,163)



$  (254,863)



$  (670,026)

       

Net income (loss)

   (16,284)

      (164)

   (16,448)

       

Partners' capital
(deficit),
  September 30, 2009



$  (431,447)



$  (255,027)



$  (686,474)

       













 

The accompanying notes are an integral part of this statement

 

 

 

Boston Capital Tax Credit Fund Limited Partnership

STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)

Six Months Ended September 30, 2009

(Unaudited)

 


Assignees

General
Partner

Total

Series 5

     

Partners' capital
(deficit)
  April 1, 2009



$    539,557



$   (36,685)



$    502,872

       

Net income (loss)

   (16,444)

      (166)

   (16,610)

       

Partners' capital
(deficit),
  September 30, 2009



$    523,113



$   (36,851)



$    486,262

       

Series 6

     

Partners' capital
(deficit)
  April 1, 2009



$  1,429,579



$   (75,478)



$  1,354,101

       

Net income (loss)

   (14,367)

      (145)

   (14,512)

       

Partners' capital
(deficit),
  September 30, 2009



$  1,415,212



$   (75,623)



$  1,339,589















The accompanying notes are an integral part of this statement

 

Boston Capital Tax Credit Fund Limited Partnership

STATEMENTS OF CASH FLOWS


Six Months Ended September 30,

(Unaudited)

 

     2009

       2008

Cash flows from operating activities:

   
     

   Net Income (Loss)

$   (32,932)

$   1,094,122

   Adjustments to reconcile net income

(loss) to net cash (used in) provided

by operating activities

   

      Share of (Income) Loss from 

Operating Partnerships


(95,792)


(1,216,808)

   Changes in assets and liabilities

   

     Increase (Decrease) in accounts
        payable and accrued expenses

13,384

17,714

     Increase (Decrease) in accounts
        payable affiliates


     55,948


     77,204

     

      Net cash (used in) provided by 
        operating activities


   (59,392)


   (27,768)

     

Cash flows from investing activity:

   
     

   Proceeds from sale of operating

limited partnerships:


     95,792


    867,930

     

      Net cash (used in) provided by
        investing activity


     95,792


    867,930

     

Cash flows from financing activity:

   
     

   Distributions

          -

   (28,518)

     

      Net cash (used in) provided by
        financing activity


          -

   (28,518)

     

   INCREASE (DECREASE) IN CASH AND CASH 
     EQUIVALENTS


36,400


811,644

     

   Cash and cash equivalents, beginning

  3,297,198

  2,019,542

     

   Cash and cash equivalents, ending

$  3,333,598

$  2,831,186






The accompanying notes are an integral part of this statement

 

Boston Capital Tax Credit Fund Limited Partnership

STATEMENTS OF CASH FLOWS


Six Months Ended September 30,

(Unaudited)


Series 1

    2009

       2008

Cash flows from operating activities:

   
     

   Net Income (Loss)

$   (19,819)

$   (31,385)

   Adjustments to reconcile net income

(loss) to net cash (used in) provided

by operating activities

   

      Share of (Income) Loss from 

Operating Partnerships

-

-

   Changes in assets and liabilities

   

     Increase (Decrease) in accounts
        payable and accrued expenses

-

(381)

     Increase (Decrease) in accounts
        payable affiliates


     12,942


     14,294

     

      Net cash (used in) provided by 
        operating activities


    (6,877)


   (17,472)

     

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

(6,877)


(17,472)

     

   Cash and cash equivalents, beginning

     53,723

     73,958

     

   Cash and cash equivalents, ending

$     46,846

$     56,486



The accompanying notes are an integral part of this statement

Boston Capital Tax Credit Fund Limited Partnership

STATEMENTS OF CASH FLOWS

Six Months Ended September 30,

(Unaudited)

Series 2

 

     2009

       2008

Cash flows from operating activities:

   
     

   Net Income (Loss)

$      8,878

$  1,079,627

   Adjustments to reconcile net income

(loss) to net cash (used in) provided

by operating activities

   

      Share of (Income) Loss 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


          -


          -

     

      Net cash (used in) provided by 
        operating activities


   (21,325)


     12,831

     

Cash flows from investing activity:

   
     

   Proceeds from sale of operating

limited partnerships:


     30,203


    763,216

     

      Net cash (used in) provided by
        investing activity


     30,203


    763,216

     

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


8,878


751,211

     

   Cash and cash equivalents, beginning

  1,108,583

     68,416

     

   Cash and cash equivalents, ending

$  1,117,461

$    819,627





The accompanying notes are an integral part of this statement

Boston Capital Tax Credit Fund Limited Partnership

STATEMENTS OF CASH FLOWS

Six Months Ended September 30,

(Unaudited)


Series 3

 

     2009

       2008

Cash flows from operating activities:

   
     

   Net Income (Loss)

$    25,579

$   (23,585)

   Adjustments to reconcile net income

(loss) to net cash (used in) provided

by operating activities

   

      Share of (Income) Loss from 

Operating Partnerships

(62,941)

-

   Changes in assets and liabilities

   

     Increase (Decrease) in accounts
        payable and accrued expenses

15,000

(381)

     Increase (Decrease) in accounts
        payable affiliates


     24,748


     35,814

     

      Net cash (used in) provided by 
        operating activities

      2,386

     11,848

     

Cash flows from investing activity:

   
     

   Proceeds from sale of operating

limited partnerships:

     62,941


          -

     

      Net cash (used in) provided by
        investing activity

     62,941


          -

     

Cash flows from financing activity:

   
     

   Distributions

          -

          -

     

      Net cash (used in) provided by
        financing activity


          -


          -

     

   INCREASE (DECREASE) IN CASH AND CASH 
     EQUIVALENTS


65,327


11,848

     

   Cash and cash equivalents, beginning

    140,154

     99,323

     

   Cash and cash equivalents, ending

$    205,481

$    111,171




The accompanying notes are an integral part of this statement

Boston Capital Tax Credit Fund Limited Partnership

STATEMENTS OF CASH FLOWS

Six Months Ended September 30,

(Unaudited)


Series 4

 

     2009

       2008

Cash flows from operating activities:

   
     

   Net Income (Loss)

$  (16,448)

$  (38,869)

   Adjustments to reconcile net income

(loss) to net cash (used in) provided

by operating activities

   

      Share of (Income) Loss from 

Operating Partnerships

-

-

   Changes in assets and liabilities

   

     Increase (Decrease) in accounts
        payable and accrued expenses

-

(381)

     Increase (Decrease) in accounts
        payable affiliates

    18,258

     27,096

     

      Net cash (used in) provided by 
        operating activities


     1,810


   (12,154)

     

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


    1,810


  (12,154)

     

   Cash and cash equivalents, beginning

   136,149

    118,328

     

   Cash and cash equivalents, ending

$   137,959

$    106,174




The accompanying notes are an integral part of this statement

Boston Capital Tax Credit Fund Limited Partnership

STATEMENTS OF CASH FLOWS

Six Months Ended September 30,

(Unaudited)

Series 5

 

     2009

       2008

Cash flows from operating activities:

   
     

   Net Income (Loss)

$   (16,610)

$    56,711

   Adjustments to reconcile net income

(loss) to net cash (used in) provided

by operating activities

   

      Share of (Income) Loss 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


         -


          -

     

      Net cash (used in) provided by 
        operating activities


  (19,258)


   (11,343)

     

Cash flows from investing activity:

   
     

   Proceeds from sale of operating

limited partnerships:


     2,648


     21,994

     

      Net cash (used in) provided by
        investing activity


     2,648


     21,994

     

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


(16,610)


6,969

     

   Cash and cash equivalents, beginning

   502,872

    462,710

     

   Cash and cash equivalents, ending

$   486,262

$    469,679





The accompanying notes are an integral part of this statement

Boston Capital Tax Credit Fund Limited Partnership

STATEMENTS OF CASH FLOWS

Six Months Ended September 30,

(Unaudited)


Series 6

 

     2009

       2008

Cash flows from operating activities:

   
     

   Net Income (Loss)

$   (14,512)

$    51,623

   Adjustments to reconcile net income

(loss) to net cash (used in) provided

by operating activities

   

      Share of (Income) Loss from 

Operating Partnerships


-


(82,720)

   Changes in assets and liabilities

   

     Increase (Decrease) in accounts
        payable and accrued expenses

(1,616)

19,619

     Increase (Decrease) in accounts
        payable affiliates


          -


          -

     

      Net cash (used in) provided by 
        operating activities


   (16,128)


   (11,478)

     

Cash flows from investing activity:

   
     

   Proceeds from sale of operating

limited partnerships:


          -


     82,720

     

      Net cash (used in) provided by
        investing activity


          -


     82,720

     

Cash flows from financing activity:

   
     

   Distributions

          -

          -

     

      Net cash (used in) provided by
        financing activity


          -


          -

     

   INCREASE (DECREASE) IN CASH AND CASH 
     EQUIVALENTS

(16,128)

71,242

     

   Cash and cash equivalents, beginning

  1,355,717

  1,196,807

     

   Cash and cash equivalents, ending

$  1,339,589

$  1,268,049





The accompanying notes are an integral part of this statement

Boston Capital Tax Credit Fund Limited Partnership

NOTES TO FINANCIAL STATEMENTS
September 30, 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
September 30, 2009
(Unaudited)

NOTE B - ACCOUNTING AND FINANCIAL REPORTING POLICIES

The condensed financial statements included herein as of September 30, 2009 and for the six 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 September 30, 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
September 30, 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 September 30, 2009 and 2008 are as follows:

 

2009

2008

     

Series 1

$  5,016

$ 5,016

Series 2

5,418

8,682

Series 3

11,294

17,907

Series 4

9,129

13,548

Series 5

3,837

4,273

Series 6

      -

 10,885

     
 

$ 34,694

$ 60,311

     

The partnership management fees paid for the quarters ended September 30, 2009 and 2008 are as follows:

 

2009

2008

Series 1

$      -

$      -

Series 2

  5,418

   9,328

Series 3

-

-

Series 4

     -

     -

Series 5

3,837

4,273

Series 6

      -

 10,885

$  9,255

$ 24,486

The partnership management fees paid for the six months ended September 30, 2009 and 2008 are as follows:

 

2009

2008

Series 1

$      -

$      -

Series 2

  10,836

20,966

Series 3

-

-

Series 4

     -

-

Series 5

7,674

10,088

Series 6

      -

 21,769

$ 18,510

$ 52,823

 

 

Boston Capital Tax Credit Fund Limited Partnership

NOTES TO FINANCIAL STATEMENTS - CONTINUED
September 30, 2009
(Unaudited)

NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS

At September 30, 2009 and 2008, the Partnership had limited partnership interests in 20 and 32 Operating Partnerships, respectively, which own operating apartment complexes as follows:

Series

2009

2008

1

4

4

2

1

1

3

10

15

4

4

8

5

1

1

6

 -

 3

 

20

32

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 September 30, 2009 and 2008, all capital contributions had been paid.

During the six months ended September 30, 2009 the Partnership disposed of two 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 September 30, 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

-

 

-

   

-

   

-

Series 5

-

 

-

   

2,648

   

2,648

Series 6

-

 

-

   

-

   

-

Total

2

 

-

 

$

95,792

 

$

95,792

 

 

 

Boston Capital Tax Credit Fund Limited Partnership

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
September 30, 2009
(Unaudited)

NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS (CONTINUED)

During the six months ended September 30, 2008 the Partnership disposed of eleven of the Operating Partnerships. A summary of the dispositions by Series for September 30, 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

   

763,216

   

1,066,415

Series 3

-

 

-

   

-

   

-

Series 4

-

 

-

   

-

   

-

Series 5

-

 

2

   

21,994

   

67,673

Series 6

-

 

4

   

82,720

   

82,720

Total

1

 

10

 

$

867,930

 

$

1,216,808

* Partnership proceeds from disposition does not include the following amounts recorded as receivable at September 30, 2008, $303,199 for Series 2, and $45,679 for Series 5.

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 six months ended June 30, 2009.

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



Boston Capital Tax Credit Fund Limited Partnership

NOTES TO FINANCIAL STATEMENTS
September 30, 2009
(Unaudited)

NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS (continued)

COMBINED SUMMARIZED STATEMENTS OF OPERATIONS
Six Months ended June 30,
(Unaudited)

 

           2009

           2008

     

Revenues

   

   Rental

$ 2,522,246

$ 4,286,007

   Interest and other

    97,267

   144,576

     
 

 2,619,513

 4,430,583

     

Expenses

   

   Interest

570,632

766,543

   Depreciation and amortization

629,781

1,160,001

   Operating expenses

 1,954,293

 3,337,249

 

 3,154,706

 5,263,793

     

NET LOSS

$ (535,193)

$ (833,210)

     

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



$ (529,840)



$ (824,878)

     
     

Net loss allocated to other 
   Partners


$   (5,353)


$   (8,332)

     
     

 

 

* Amounts include $529,840 and $824,878 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
September 30, 2009
(Unaudited)

NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS (continued)

COMBINED SUMMARIZED STATEMENTS OF OPERATIONS
Six Months ended June 30,
(Unaudited)

Series 1

 

           2009

           2008

     

Revenues

   

   Rental

$   366,645

$  394,196

   Interest and other

    16,390

   19,671

     
 

   383,035

  413,867

     

Expenses

   

   Interest

43,582

49,450

   Depreciation and amortization

95,385

109,752

   Operating expenses

   284,744

  350,089

 

   423,711

  509,291

     

NET LOSS

$  (40,676)

$ (95,424)

     

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



$  (40,269)



$ (94,470)

     
     

Net loss allocated to other 
   Partners


$     (407)


$    (954)

     
     

 

 

* Amounts include $40,269 and $94,470 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
September 30, 2009
(Unaudited)

NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS (continued)

COMBINED SUMMARIZED STATEMENTS OF OPERATIONS
Six Months ended June 30,
(Unaudited)

Series 2

 

           2009

           2008

     

Revenues

   

   Rental

$   372,676

$   536,031

   Interest and other

    20,470

    23,858

     
 

   393,146

   559,889

     

Expenses

   

   Interest

171,471

192,469

   Depreciation and amortization

82,900

113,983

   Operating expenses

   324,977

   493,511

 

   579,348

   799,963

     

NET LOSS

$ (186,202)

$ (240,074)

     

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



$ (184,340)



$ (237,673)

     
     

Net loss allocated to other 
   Partners


$   (1,862)


$   (2,401)

     
     

 

* Amounts include $184,340 and $237,673 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
September 30, 2009
(Unaudited)

NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS (continued)

COMBINED SUMMARIZED STATEMENTS OF OPERATIONS
Six Months ended June 30,
(Unaudited)

Series 3

 

           2009

           2008

     

Revenues

   

   Rental

$   961,132

$1,699,952

   Interest and other

    34,550

   46,268

     
 

   995,682

1,746,220

     

Expenses

   

   Interest

124,762

176,298

   Depreciation and amortization

235,236

420,779

   Operating expenses

   825,881

1,287,804

 

 1,185,879

1,884,881

     

NET LOSS

$ (190,197)

$(138,661)

     

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



$ (188,295)



$(137,274)

     

Net loss allocated to other 
   partners

$   (1,902)

$  (1,387)

     
     

 

 

* Amounts include $188,295 and $137,274 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
September 30, 2009
(Unaudited)

NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS (continued)

COMBINED SUMMARIZED STATEMENTS OF OPERATIONS
Six Months ended June 30,
(Unaudited)

Series 4

 

           2009

           2008

     

Revenues

   

   Rental

$   614,518

$    915,934

   Interest and other

    14,472

     23,136

     
 

   628,990

    939,070

     

Expenses

   

   Interest

135,449

220,188

   Depreciation and amortization

170,153

276,987

   Operating expenses

   337,944

    624,812

 

   643,546

  1,121,987

     

NET LOSS

$  (14,556)

$  (182,917)

     

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



$  (14,410)



$  (181,088)

     
     

Net loss allocated to other 
   Partners


$     (146)


$    (1,829)

     

 

* Amounts include $14,410 and $181,088 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
September 30, 2009
(Unaudited)

NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS (continued)

COMBINED SUMMARIZED STATEMENTS OF OPERATIONS
Six Months ended June 30,
(Unaudited)

Series 5

 

           2009

           2008

     

Revenues

   

   Rental

$   207,275

$   272,196

   Interest and other

    11,385

    12,374

     
 

   218,660

   284,570

     

Expenses

   

   Interest

95,368

61,219

   Depreciation and amortization

46,107

106,724

   Operating expenses

   180,747

   207,166

 

   322,222

   375,109

     

NET LOSS

$ (103,562)

$  (90,539)

     

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



$ (102,526)



$  (89,634)

     
     

Net loss allocated to other 
   Partners


$   (1,036)


$     (905)

     

 

 

* Amounts include $102,526 and $89,634 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
September 30, 2009
(Unaudited)

NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS (continued)

COMBINED SUMMARIZED STATEMENTS OF OPERATIONS
Six Months ended June 30,
(Unaudited)

Series 6

 

           2009

           2008

     

Revenues

   

   Rental

$        -

$  467,698

   Interest and other

        -

   19,269

     
 

        -

  486,967

     

Expenses

   

   Interest

-

66,919

   Depreciation and amortization

-

131,776

   Operating expenses

        -

  373,867

 

        -

  572,562

     

NET LOSS

$        -

$ (85,595)

     

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



$        -



$ (84,739)

     
     

Net loss allocated to other 
   Partners


$        -


$    (856)

     

 

* Amounts include $0 and $84,739 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 - CONTINUED

September 30, 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 September 30, 2009, the financial statements are presented assuming the Partnership will continue as a going concern.

NOTE G - SUBSEQUENT EVENT

The Partnership has evaluated subsequent events through the date that the financial statements were issued, which was November 16, 2009, the date of the Partnership's Quarterly Report on Form 10-Q for the period ended September 30, 2009.

The Partnership has entered into agreements to either sell or transfer interests in two Operating Partnerships. The estimated sales prices and other terms for the disposition of the Operating Partnerships have been determined. The estimated proceeds to be received for these two Operating Partnerships is $1,968,958. The estimated gain on sales of the Operating Partnerships is $1,922,958 and the sales are expected to be recognized in the third quarter of fiscal year end 2010.

The Partnership, in accordance with the Plan of Liquidation, made the final liquidating distribution to the investors in Series 6 on November 3, 2009. The total distribution of $1,303,000 represents payment of $1.00 per BAC to the investors.

 

 

 

 

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 September 30, 2009 were $34,694 and total partnership management fees accrued as of September 30, 2009 were $5,398,979. During the quarter and the six months ended September 30, 2009 $9,255 and $18,510, 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 September 30, 2009, an affiliate of the general partner of the Partnership advanced a total of $833,944 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 six months ended September 30, 2009 $2,910 was advanced. Below is a summary, by series, of the total advances made to date.

 

Six Months Ended

Total

Series 1

$  2,910

$155,809

Series 3

-

473,634

Series 4

      -

204,501

 

$  2,910

$833,944

     

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 six months ended September 30, 2009 there were no payments made 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 September 30, 2009 and 2008 the Partnership had limited partnership equity interests in 20 and 32 Operating Partnerships, respectively.

As of September 30, 2009 the Partnership had $3,333,598 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

$   46,846

2

8,303,000

830,300

03/30/89

1

1,117,461

3

28,822,000

2,882,200

03/14/89

10

205,481

4

29,788,160

2,995,300

07/07/89

4

137,959

5

4,899,000

489,900

08/22/89

1

486,262

6

12,935,780

1,303,000

09/29/89

 -

1,339,589

           
 

$97,746,940

9,800,600

 

20

$3,333,598

 

Results of Operations

At September 30, 2009 and 2008 the Partnership held limited partnership interests in 20 and 32 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 six months ended September 30, 2009 are as follows:

3 Months
Management Fee Net of Reporting Fee


3 Months
Reporting Fee

6 Months
Management Fee Net of Reporting Fee


6 Months
Reporting Fee

Series 1

5,016

-

3,703

6,329

Series 2

5,130

288

8,062

2,774

Series 3

1,360

9,934

10,462

14,286

Series 4

9,129

-

18,111

147

Series 5

3,677

160

7,209

465

Series 6

-

-

-

-

 

$24,312

$10,382

$47,547

$24,001

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 September 30, 2009 and 2008, the average Qualified Occupancy for the series was 100%. The series had a total of four properties at September 30, 2009, all of which were at 100% Qualified Occupancy.

For the six month periods ended September 30, 2009 and 2008, Series 1 reflects net loss from Operating Partnerships of $(40,676) and $(95,424), respectively, which includes depreciation and amortization of $95,385 and $109,752, 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 September 30, 2009 and 2008, the average Qualified Occupancy for the series was 100%. The series had one property at September 30, 2009, which was at 100% Qualified Occupancy.

For the six month periods ended September 30, 2009 and 2008, Series 2 reflects net loss from Operating Partnerships of $(186,202) and $(240,074), respectively, which includes depreciation and amortization of $82,900 and $113,983, 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 September 30, 2009 and 2008, the average Qualified Occupancy for the series was 100%. The series had a total of ten properties at September 30, 2009, all of which were at 100% Qualified Occupancy.

For the six month periods ended September 30, 2009 and 2008, Series 3 reflects net loss from Operating Partnerships of $(190,197) and $(138,661), respectively, which includes depreciation and amortization of $235,236 and $420,779, 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 operated below breakeven in 2008 due to low occupancy. The site manager has contacted each resident on a one-on-one basis in order to improve resident retention. Manor Ridge has joined the Chamber of Commerce in an effort to increase awareness of the property in the area. However, improving physical occupancy is still a struggle for the property because of the area's deteriorating economic conditions. Most residents are not able to pay full rental rates, and require rental assistance. As a result, physical occupancy averaged 77% for 2007 and declined to 67% in 2008. Through the third quarter of 2009, this property is operating with an average physical occupancy of 51%. The below breakeven operations have resulted in under-funded tax and insurance escrows and delinquent 2007 real estate taxes. In an effort to address the delinquencies, management submitted a two-year workout plan, which 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 will allow those scheduled deposits to be allocated to the funding of the tax and insurance escrow. In the fourth quarter 2008, due to significant drops in occupancy, management was unable to honor the approved workout plan. As a result, Rural Development sent out a servicing notice dated December 23, 2008, which outlined major concerns such as under-funded reserves, unpaid real estate taxes, and under-funded tax and insurance escrows. The letter also gave the Operating Partnership a 15-day deadline to discuss the outlined concerns. The operating general partner believes that due to such a rapid deterioration of the occupancy and operations, the property will require significant amounts of funds to improve. Therefore, in the fourth quarter 2009, the operating general partner is planning to request the investment partnership's consent to convey the property to Rural Development, to avoid mortgage acceleration and foreclosure. 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.

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 December 2009. 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 will be paid to BCAMLP for expenses related to the transfer, which includes third party legal costs. The remaining proceeds of $27,464 will 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. 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 will be paid to BCAMLP for expenses related to the transfer, which includes third party legal costs. The remaining proceeds of $35,477 will 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. 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 September 30, 2009 and 2008, the average Qualified Occupancy for the series was 100%. The series had a total of four properties at September 30, 2009, all of which were at 100% Qualified Occupancy.

For the six month periods ended September 30, 2009 and 2008, Series 4 reflects net loss from Operating Partnerships of $(14,556) and $(182,917), respectively, which includes depreciation and amortization of $170,153 and $276,987, 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 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.

 

Series 5

As of September 30, 2009 and 2008, the average Qualified Occupancy for the series was 100%. The series had one property at September 30, 2009, which was at 100% Qualified Occupancy.

For the six month periods ended September 30, 2009 and 2008, Series 5 reflects net loss from Operating Partnerships of $(103,562) and $(90,539), respectively, which includes depreciation and amortization of $46,107 and $106,724, 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

As of September 30, 2008, the average Qualified Occupancy for the series was 100%. The series had no properties at September 30, 2009.

For the six month periods ended September 30, 2008, Series 6 reflects net loss from Operating Partnerships of $(85,595), which includes depreciation and amortization of $131,776. This is an interim period estimate and it is not indicative of the final year end results.

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 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, now superseded by the Fair Value Measurement and Disclosures Topic of the FASB Accounting Standards Codification guidance (ASC) 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 guidance for The Fair Value Option for Financial Assets and Financial Liabilities, now superseded by the Financial Instruments Topic of the FASB ASC. 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 this guidance 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, guidance for Accounting for Uncertainty in Income Taxes, an interpretation of GAAP for Accounting for Income Taxes, was issued (now superseded by the Income Taxes Topic of the FASB ASC). 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 we are a pass-through entity and are not required to pay income taxes, this guidance does not currently have any impact on our financial statements. On December 30, 2008, the FASB issued further guidance for Certain Nonpublic Enterprises, which deferred the effective date for nonpublic enterprises to the annual financial statements for fiscal years beginning after December 15, 2008. The deferred effective date was intended to give the Board additional time to develop guidance on its application to pass-through entities and not-for-profit organizations. We may modify our disclosures if the FASB's guidance regarding the application to pass-through entities changes and is extended to public enterprises.

 

Recent Accounting Changes - continued

In April 2009, the FASB issued guidance 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 is effective for Boston Capital Tax Credit Fund Limited Partnership as of June 30, 2009 and has no impact on the Partnership's financial condition or results of operations.

In November 2008, the FASB issued guidance on Equity Method Investment Accounting Considerations, now superseded by the Equity Method and Joint Ventures Topic of the FASB ASC, 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 guidance for Subsequent Events in the Subsequent Events Topic of the FASB ASC. 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 Limited Partnership as of June 30, 2009, and has no material impact on the Partnership's financial condition 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 September 30, 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: November 16, 2009

/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:

November 16, 2009

/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:

November 16, 2009

/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.