sch_to-t.htm

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JMQhicBGKJ7L/w8mDmmfUvgt9Y4NEWDuGucbWxvavQXyJiktKtIZHHzUkcqrKL5A phslSa/DAwhdbbHdQW1Z1A== 0000748580-07-000059.txt : 20071221 0000748580-07-000059.hdr.sgml : 20071221 20071221113659 ACCESSION NUMBER: 0000748580-07-000059 CONFORMED SUBMISSION TYPE: SC TO-T PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20071221 DATE AS OF CHANGE: 20071221 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L P IV CENTRAL INDEX KEY: 0000845035 STANDARD INDUSTRIAL CLASSIFICATION: OPERATORS OF APARTMENT BUILDINGS [6513] IRS NUMBER: 043044617 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC TO-T SEC ACT: 1934 Act SEC FILE NUMBER: 005-80100 FILM NUMBER: 071321460 BUSINESS ADDRESS: STREET 1: 101 ARCH ST 16TH FLR CITY: BOSTON STATE: MA ZIP: 02110-1106 BUSINESS PHONE: 6174393911 MAIL ADDRESS: STREET 2: 101 ARCH STREET 16TH FL CITY: BOSTON STATE: MA ZIP: 021101106 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Anise, L.L.C. CENTRAL INDEX KEY: 0001305643 IRS NUMBER: 201041559 STATE OF INCORPORATION: MO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T BUSINESS ADDRESS: STREET 1: 1001 WALNUT CITY: KANSAS CITY STATE: MO ZIP: 64106 BUSINESS PHONE: 816-303-4500 MAIL ADDRESS: STREET 1: 1001 WALNUT CITY: KANSAS CITY STATE: MO ZIP: 64106 SC TO-T 1 sch_to-t.htm SCHEDULE TO-T sch_to-t.htm

SCHEDULE TO-T

Securities and Exchange Commission

Washington, DC 20549

Schedule TO-T

Tender offer statement under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

Boston Financial Qualified Housing Tax Credits L.P. IV

(Name of Subject Company (issuer))

Anise, L.L.C. (offeror)

Christopher J. Garlich Trust

Christopher J. Garlich

Jose L. Evans

Denise Evans

(Names of Filing Persons (identifying status as offeror, issuer or other person))

Units of Limited Partnership Interest

(Title of Class of Securities)

None

(CUSIP Number of Class of Securities)

Polsinelli Shalton Flanigan Suelthaus PC

Attn: Scott M. Herpich

700 W. 47^th Street

Suite 1000

Kansas City, Missouri 64112

Telephone (816) 753-1000

(Name, address and telephone number of person authorized to

receive notices and communications on behalf of filing persons)

Calculation of Filing Fee

Transaction valuation*	Amount of filing fee
$1,360,000	$41.76

* Calculated as the product of the Units on which the Offer is made and the gross cash price per Unit.

[ ] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount previously paid: Not Applicable Filing party: Not Applicable

Form or registration no.: Not Applicable Date filed: Not Applicable

[ ] Check box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

[X] third-party tender offer subject to Rule 14d-1.

[ ] issuer tender offer subject to Rule 13e-4.

[ ] going-private transaction subject to Rule 13e-3.

[ ] amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: [ ]

This Tender Offer Statement on Schedule TO (this “Statement”) relates to an offer by Anise, L.L.C. (the “Purchaser”), a Missouri limited liability company, to purchase up to 6,800 units (“Units”) of limited partnership interests in BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. IV (the “Partnership”) at a cash purchase price of $200 per Unit, without interest, less the amount of Distributions (as defined in the Offer to Purchase (as defined herein)) per Unit, if any, made to Unit holders by the Partnership after the date of the offer, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated December 21, 2007, as it may be supplemented or amended from time to time (the “Offer to Purchase”), and the related Agreement of Transfer and Letter of Transmittal, as it may be supplemented or amended from time to time (the “Letter of Transmittal,” which, together with the Offer to Purchase, constitutes the “Offer”), copies of which are filed as Exhibits (a)(1)(i) and (a)(1)(ii) hereto, respectively. Capitalized terms used but not defined herein have the meaning ascribed to them in the Offer to Purchase.

Item 1. Summary Term Sheet

The information set forth in the cover page, “Introduction” and “Summary of the Offer” of the Offer to Purchase is incorporated herein by reference.

Item 2. Subject Company Information

(a) The name of the subject company is BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. IV, a Massachusetts limited partnership. The Partnership’s principal executive offices are located at 101 Arch Street, Boston, Massachusetts 02110-1106. The telephone number of the Partnership is (617) 439-3911.

(b) The class of equity securities to which this Statement relates is Units of limited partnership interests in the Partnership. The information set forth in “Certain Information Concerning the Partnership - Outstanding Units” of the Offer to Purchase is incorporated herein by reference.

(c) The information set forth in “Summary of the Offer” and “Certain Information Concerning the Partnership - Trading History of the Units” of the Offer to Purchase is incorporated herein by reference.

Item 3. Identity and Background of Filing Person

(a), (b), (c) The information set forth in the “Certain Information Concerning the Purchaser” and Schedule I concerning the executive officers (“Executive Officers”) of Purchaser in the Offer to Purchase is incorporated herein by reference.

During the last five years, none of the Purchaser, Christopher J. Garlich, as trustee of the Christopher J. Garlich Trust, Jose L. Evans and Denise Evans (the “Signing Persons”) or, to the knowledge of the Purchaser or the Signing Persons, any of the Executive Officers, has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding any such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting activities subject to, federal or state securities laws or finding any violation of such laws.

Item 4. Terms of the Transaction

The information set forth in the Offer to Purchase is incorporated herein by reference.

Item 5. Past Contacts, Transactions, Negotiations and Agreements

The information set forth in “Summary of the Offer” and “Certain Information Concerning the Purchaser - Prior Acquisitions of Units and Prior Contacts” of the Offer to Purchase is incorporated herein by reference.

Item 6. Purposes of the Transaction and Plans or Proposals

The information set forth in “Summary of the Offer,” “Future Plans of the Purchaser” and “Effects of the Offer” of the Offer to Purchase is incorporated herein by reference. Except as set forth in the Offer to Purchase, the Purchaser does not have any present plans or proposals which would relate to, or would result in, any transaction, change or other occurrence with respect to the Partnership or the Units as is listed in paragraphs (c)(1) through (c)(7) of Item 1006 of Regulation M-A.

Item 7. Source and Amount of Funds or Other Consideration

The information set forth in “Certain Information Concerning the Purchaser - Source of Funds” of the Offer to Purchase is incorporated herein by reference.

Item 8. Interest in Securities of the Subject Company

The information set forth in “Certain Information Concerning the Purchaser - Prior Acquisitions of Units and Prior Contacts” and “ - General” of the Offer to Purchase is incorporated herein by reference.

Item 9. Persons/Assets, Retained, Employed, Compensated or Used

The information set forth in “Certain Legal Matters - Fees and Expenses” of the Offer to Purchase is incorporated herein by reference.

Item 10. Financial Statements

Certain information regarding Purchaser’s method of financing the Offer is set forth in “Certain Information Concerning the Purchaser - Source of Funds” of the Offer to Purchaser and is incorporated herein by reference. Purchaser does not believe its financial statements are material to persons considering the Offer because: (i) the offer is for cash and (ii) for persons selling their securities, Purchaser’s ability to finance the transaction is disclosed; therefore, the Purchaser’s financial statements would not reasonably be material to persons not selling their securities.

Furthermore, Purchaser believes that its financial statements would not be material to Unit holders considering the Offer because, except for currently intending to vote in favor of Everest Housing Investors 2, LP’s consent solicitation to remove the Partnership's current general partner and to elect Everest Housing Management, LLC as the successor general partner, (i) Purchaser does not currently intend to change indebtedness, capitalization, corporate structure or business operations of the Partnership and does not have current plans for any extraordinary transaction such as a merger, reorganization, liquidation or sale or transfer of assets involving the Partnership, (ii) Purchaser has no current intention to control the Partnership, (iii) the Partnership is not an entity that needs ongoing capital infusion from a controlling security holder and (iv) the Partnership’s Units are illiquid and are not traded on a national exchange, which makes the potential for a negative impact on market price of Units negligible in the event Purchaser offered its Units for sale.

Item 11. Additional Information

The entire text of the Offer to Purchase and the related Letter of Transmittal are incorporated herein by reference.

Item 12. Exhibits

(a)(1)(i) Form of Offer to Purchase, dated December 21, 2007.

(a)(1)(ii) Form of Agreement of Transfer and Letter of Transmittal, with Instructions.

(a)(1)(iii) Form of Letter to Unit Holders dated December 21, 2007.

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: December 21, 2007		ANISE, L.L.C., a Missouri limited liability company

		By: /s/ DeAnn Totta
		DeAnn Totta, Manager

		Christopher J. Garlich Trust

		By: /s/ Christopher J. Garlich
		Christopher J. Garlich, Trustee

		/s/ Christopher J. Garlich
		Christopher J. Garlich

		/s/ Jose L. Evans
		Jose L. Evans

		/s/ Denise Evans
		Denise Evans

EX-99.1 2 exh99_1.htm EXHIBIT 99.1 - OFFER TO PURCHASE exh99_1.htm

EXHIBIT 99.1 (a)(1)(i)

OFFER TO PURCHASE FOR CASH

6,800 UNITS OF LIMITED PARTNERSHIP INTERESTS IN

BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. IV

ANISE, L.L.C.

AT A CASH PURCHASE PRICE OF

$200 PER UNIT

THE OFFER, WITHDRAWAL RIGHTS AND PRORATION

PERIOD WILL EXPIRE AT 5:00 P.M., KANSAS CITY TIME,

ON JANUARY 25, 2008,

UNLESS THE OFFER IS EXTENDED.

Anise, L.L.C. (“Anise” or the “Purchaser”), a Missouri limited liability company, is offering to purchase 6,800 units of Boston Financial Qualified Housing Tax Credits L.P. IV (the “Partnership”), at a cash purchase price of $200 per unit, without interest, less the amount of the distributions per unit, if any, made to the unit holders by the Partnership after the date of this offer, and less any transfer fees imposed by the Partnership for each transfer. The Purchaser believes the Partnership is currently charging $10 per unit, with a minimum fee of $100 and a maximum fee of $250. The Offer (as defined below) is subject to certain terms and conditions set forth in this offer to purchase, as it may be supplemented from time to time (the “Offer to Purchase”) and in the related agreement of transfer and letter of transmittal, as it may be supplemented or amended from time to time (the “Letter of Transmittal,” which together with the Offer to Purchase, constitutes the “Offer”). This Offer is not subject to brokerage commissions or and is not conditioned upon financing. To the knowledge of the Purchaser, a unit holder will not incur any fees, such as selling broker commissions or depositary fees, to sell units in response to this Offer, unless such unit holder holds units in a manner that involves fees particular to such unit holder.

The enclosed Letter of Transmittal may be used to tender units for the Offer. Please read all offer materials completely before completing and returning the Letter of Transmittal (blue form).

--------------------------------------------

For More Information or for Further Assistance,

Please Call or Contact the Purchaser at:

Anise, L.L.C.

1001 Walnut

Kansas City, Missouri 64106

(816) 877-0892

December 21, 2007

TABLE OF CONTENTS

	PAGE

INTRODUCTION	1

SUMMARY OF THE OFFER	1

RISK FACTORS	2

DETAILS OF THE OFFER	4

1. TERMS OF THE OFFER; EXPIRATION DATE; PRORATION.	4
2. ACCEPTANCE FOR PAYMENT AND PAYMENT OF PURCHASE PRICE.	4
3. PROCEDURE TO ACCEPT THE OFFER.	5
4. DETERMINATION OF VALIDITY; REJECTION OF UNITS; WAIVER OF DEFECTS;
NO OBLIGATION TO GIVE NOTICE OF DEFECTS.	6
5. WITHDRAWAL RIGHTS.	6
6. EXTENSION OF TENDER PERIOD; AMENDMENT.	7
7. CONDITIONS OF THE OFFER.	7
8. BACKUP FEDERAL INCOME TAX WITHHOLDING.	8
9. FIRPTA WITHHOLDING.	9

CERTAIN INFORMATION CONCERNING THE PARTNERSHIP	9

General	9
Outstanding Units	9
Trading History of the Units	9
Selected Financial and Property Related Data	10

DETERMINATION OF OFFER PRICE	10

CERTAIN INFORMATION CONCERNING THE PURCHASER	10

The Purchaser	10
General	11
Prior Acquisitions of Units and Prior Contacts	11
Source of Funds	13

FUTURE PLANS OF THE PURCHASER	13

EFFECTS OF THE OFFER	14

Future Benefits of Unit Ownership	14
Limitations on Resales	14
Influence Over Future Voting Decisions	14

FEDERAL INCOME TAX MATTERS	15

CERTAIN LEGAL MATTERS	16

General	16
State Takeover Statutes	16
Fees and Expenses	16
Miscellaneous	16

SCHEDULE I EXECUTIVE OFFICERS	18
APPENDIX A	A-1

INTRODUCTION

The Purchaser hereby offers to purchase 6,800 units of limited partnership interests in the Partnership (“Units”) at a cash purchase price of $200.00 per Unit, without interest, less the amount of Distributions (defined below) per Unit, if any, made to Unit Holders by the Partnership after the date of this Offer, and less any transfer fees imposed by the Partnership for each transfer. The Purchaser believes the Partnership is charging a transfer fee of $10.00 per Unit, with a $100 minimum fee and a $250.00 maximum fee. To the knowledge of the Purchaser, a Unit Holder will not incur any other fees, such as selling broker commissions or depositary fees, to sell Units in response to this Offer, unless such Unit Holder holds Units in a manner that involves fees particular to such Unit Holder.

SUMMARY OF THE OFFER

The purpose of the Offer is for the Purchaser to acquire equity interests in the Partnership for investment purposes. The Purchaser also currently intends to vote any Units tendered to remove the Partnership's current general partners and elect a successor general partner. Everest Housing Investors 2, LP (“EHI2”) has filed with the SEC a consent solicitation statement in connection with a consent solicitation (the "Consent Solicitation Statement") to solicit consent (“Consent”) to remove the Partnership's current general partners and to elect Everest Housing Management, LLC, a California limited liability company as the successor general partner.

ALL UNIT HOLDERS OF THE COMPANY MAY READ THE CONSENT SOLICITATION STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME AVAILABLE AT NO CHARGE ON THE SEC'S WEB SITE AT HTTP://WWW.SEC.GOV.

In considering the Offer, Unit Holders are urged to consider the following:

·	The price offered for the Units is $200.00 in CASH, less any Distributions made after the date of this Offer and any transfer fees charged by the Partnership. See “Details of the Offer - Acceptance for Payment and Payment of Purchase Price.”

The Units are illiquid. According to information we obtained from Direct Investments Spectrum, trades during the past two years have ranged from $47.00 per Unit to $291.11 per Unit, with the most recent trading information from August 1, 2007 through September 30, 2007 indicating a range from $256.00 per Unit to $291.11 per Unit. However, we do not have historical trading prices for Units that take into account the Partnership’s distribution of $226.00 per Unit in October 2007. If you reduce such trading prices by the Partnership’s $226 per Unit distribution, the range would be $30.00 to 65.11 per Unit. The Offer allows Unit Holders to dispose of their Units without incurring the sales commissions (typically up to 10% with a minimum of $150-$200) associated with sales arranged through brokers or other intermediaries. See “Certain Information Concerning the Partnership - Trading History of the Units.”

The Partnership’s managing general partner, Arch Street VIII, Inc. (the “General Partner”), is seeking to liquidate the assets of the Partnership, which the General Partner estimates will take 12 months from the date of receiving approval. The General Partner estimates that the liquidation of the Partnership's remaining properties would result in a pretax liquidation cash distribution to the Unit Holders of up to $200.00 per Unit. However, the General Partner provided little support for its estimate and there is no assurance when or if the Partnership will be liquidated. WE ARE OFFERING YOU $200.00 NOW WITHOUT HAVING TO WAIT FOR THE GENERAL PARTNER TO LIQUIDATE THE PARTNERSHIP’S ASSETS.

·	Tax credits have expired. The Partnership has indicated that there are no more tax credits remaining.

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According to the General Partner, if the Partnership sells its remaining interests in properties in a way that results in a distribution of $200 per Unit, the General Partner estimates that the tax benefits per Unit upon liquidation of the Partnership would be ordinary losses of $409.20 and offsetting capital gains of $64.83. Applying a combined tax rate of 36% to the ordinary losses amount and a combined tax rate of 20% to the capital gains amount results in a net estimated tax benefit of $134.34 per Unit. This amount plus the $200 assumed distribution results in a total value $334.34.

·	The Partnership will not be required to terminate before December 31, 2038, unless holders of a majority of the outstanding Units approve an earlier dissolution or an event occurs that would require a dissolution, according to the Partnership’s limited partnership agreement.

·	The Purchaser is not affiliated with the Partnership or its general partners. The General Partner may be expected to communicate the Partnership’s position on the Offer in the next two weeks.

According to the Partnership’s General Partner, you cannot abandon your interest in the Partnership. An abandonment would shift your recapture risk to other limited partners. Sale of your Units now will protect you against possible credit recapture tax liability in the year after the Partnership's confirmation of the transfer of Units.

Sale of all your Units will not result in the loss of tax credits previously taken. Unit Holders who sell all of their Units will also eliminate the need to file Form K-1 information for the Partnership with their federal tax returns for years after the Partnership's confirmation of the transfer of Units.

The Offer is an immediate opportunity for Unit Holders to liquidate their investment in the Partnership, but Unit Holders who tender their Units will be giving up the opportunity to participate in any potential future benefits from ownership of Units, including distributions resulting from any future sale of the Partnership’s properties. Unit Holders may have a more immediate need to use the cash now tied up in the Units, and may consider the Offer more certain to achieve a prompt liquidation of their investment in the Units. See “Details of the Offer - Acceptance for Payment and Payment of Purchase Price.”

Each Unit Holder must make his own decision, based on the Unit Holder’s particular circumstances, whether to tender Units. Unit Holders should consult with their respective advisors about the financial, tax, legal and other implications of accepting the Offer.

The above statements are intended only as a brief overview of the principal terms and considerations regarding the Offer. The entire Offer to Purchase, which follows, provides substantially greater detail about the Offer, and all of the statements above are qualified by the entire Offer to Purchase. You should read it completely and carefully before deciding whether or not to tender your Units. The Offer is subject to certain terms and conditions set forth in this Offer to Purchase, and in the related Letter of Transmittal, that are not summarized above.

RISK FACTORS

Before deciding whether or not to tender any of your Units, you should consider carefully the following risks and disadvantages of the Offer:

Although we cannot predict the future value of the Partnership’s assets on a per Unit basis, our offer could differ significantly from the net proceeds that would be realized on a per Unit basis from a current sale of the Partnership’s properties or that may be realized upon a future liquidation of the Partnership. The General Partner has estimated that the liquidation of the Partnership's remaining properties would result in a pretax liquidation cash distribution to the Unit Holders of up to $200.00 per Unit. However, the General Partner provided little support for its estimate and there is no assurance when or if the Partnership will be liquidated.

Our price is based on our review of the information contained in this Offer to Purchase and other publicly available financial information filed with the Securities and Exchange Commission (the "Commission") by the Partnership, including the General Partner’s estimate of a future distribution of up to $200.00 per Unit. The Offer price does not necessarily reflect the market price of the Units.

We are making this Offer with a view to making a profit. Accordingly, there may be a conflict between our desire to acquire the Units at a low price and your desire to sell the Units at a high price. We would benefit to the extent the amount per Unit we receive in the liquidation exceeds the offer price, if any. No independent person has been retained to evaluate or render any opinion with respect to the fairness of our Offer price and we make no representation as to such fairness.

We believe the Partnership is currently charging a transfer fee of $10 per Unit, with a $100 minimum fee and $250 maximum fee. It is our understanding that the Partnership could change this practice and charge a different transfer fee on a per trade, per Unit or other basis. Each tendering Unit Holder is responsible for paying the transfer fee.

Pursuant to the Partnership’s limited partnership agreement (the “Partnership Agreement”), the Partnership may refuse to confirm the transfer of Units pursuant to this Offer without an opinion of counsel that the transfer will not result in material adverse tax consequences to the partners or the managing general partner of the Partnership may not accept an opinion that counsel presents.

Confirmation of the transfer of Units could take a significant amount of time due to the fact that the General Partner controls the timing of the transfers. The Partnership's transfer agent provides confirmation of transfers on a quarterly basis (the next confirmation date subsequent to the expiration of this offer will be April 1, 2008) and the Purchaser will not likely pay for the Units until that time. Therefore, you could agree to sell and not receive the proceeds of the sale for an extended period. Tenders of Units made pursuant to the Offer are irrevocable (including in the event the market price for the Units increased or another party made a higher offer), except that Units tendered pursuant to the Offer may be withdrawn at any time on or prior to the Expiration Date and, unless already accepted for payment by the Purchaser pursuant to the Offer, may also be withdrawn at any time after February 19, 2008 (60 days following the Offer Date).

·	It is possible that we may conduct a future offer at a higher price, although we have no obligation or current intention to do so. Such a decision will depend on, among other things, the performance of the partnership, prevailing economic conditions, and our interest in acquiring additional Units.

We believe that the Partnership’s agreement of limited partnerships prohibits the transfer of an interest if such transfer, together with all other transfers during the preceding 12 months, would cause 50% of the total interest in capital and profits of that partnership to be transferred within such 12-month period. Because an unaffiliated third party maintains the transfer records of the Partnership, we have been unable to ascertain how many Units have been transferred in the previous twelve month period (we are aware of approximately 948 Units being transferred in the last 12 months, which amounts to approximately 1.4% of the 68,043 Units believed to be outstanding). If Units are validly tendered and not withdrawn that would cause more than 50% of the total interest and capital of the Partnership to be transferred within a 12-month period, we will accept for payment and pay for those Units so tendered pro rata according to the number of Units so tendered, with appropriate adjustments to avoid purchases of fractional Units. The Purchaser does not know whether the general partner will enforce a transfer limitation.

If our Offer causes the Partnership to transfer a sufficient number of Units that would trigger a limitation on the transfer of any further Units, those Unit holders that do not tender (and those Unit holders that do not tender all of their Units) may be precluded from transferring their Units for a 12-month period following our Offer.

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·	If the Partnership’s transfer agent does not transfer the Units due to the General Partner’s prohibition, the Purchaser will not be able to verify that the Unit Holder owns those Units, and thus, may not make payment until that confirmation can be obtained.

We reserve the right to extend the period of time during which our Offer is open and thereby delay acceptance for payment of any tendered Units. The Offer may be extended up to 90 days from the date of commencement of the Offer, and no payment will be made in respect of tendered Units until the expiration of the Offer and acceptance of Units for payment.

DETAILS OF THE OFFER

1. TERMS OF THE OFFER; EXPIRATION DATE; PRORATION.

On the terms and subject to the conditions of the Offer, the Purchaser will accept and purchase up to 6,800 validly tendered, and not withdrawn, Units in accordance with the procedures set forth in this Offer to Purchase (“Properly Tendered”) at a cash purchase price of $200 per Unit. For purposes of the Offer, the term “Expiration Date” means 5:00 p.m., Kansas City time, on January 25, 2008, unless the Purchaser extends the period of time during which the Offer is open, in which event the term “Expiration Date” shall mean the latest time and date to which the Offer is extended by the Purchaser.

If, prior to the Expiration Date, the Purchaser increases the price offered to the Unit Holders pursuant to the Offer, the increased price will be paid for all Units accepted for payment pursuant to the Offer, whether or not the Units were tendered prior to the increase in consideration.

If more than 6,800 Units are Properly Tendered the Purchaser will, upon the terms and subject to the conditions of the Offer, accept for payment and pay for an aggregate of 6,800 Units, pro rata, according to the number of Units that are Properly Tendered by each Unit Holder, with appropriate adjustments to avoid purchases of fractional Units. If transfers of Units are limited by the Partnership Agreement to a number of Units (the “Transfer Limit”) less than 6,800 Units, and the number of Units that are Properly Tendered exceeds the Transfer Limit, the Purchaser will, upon the terms and subject to the other conditions of the Offer, accept for payment and pay for Units equal to the Transfer Limit, pro rata, according to the number of Units that are Properly Tendered by each Unit Holder, with appropriate adjustments to avoid purchases of fractional Units. Specifically, the Purchaser anticipates rounding up or down to the nearest whole Unit; provided, however, if necessary, the Purchaser might have to round down to avoid purchasing more than the stated maximum number of Units. Subject to its obligation to pay for Units promptly after the Expiration Date (as set forth below in "Acceptance for Payment and Payment of Purchase Price"), the Purchaser intends to pay for any Units accepted for payment pursuant to the Offer after determining the final proration or other adjustments to avoid purchases of fractional Units. The Purchaser does not believe it would take any longer than five business days to determine the effects of any proration required. If the number of Units that are Properly Tendered is less than or equal to 6,800 Units (or the Transfer Limit, if any), the Purchaser will purchase all Units that are Properly Tendered, upon the terms and subject to the other conditions of the Offer. See “Effects of the Offer - Limitations on Resales.”

2. ACCEPTANCE FOR PAYMENT AND PAYMENT OF PURCHASE PRICE.

On the terms and subject to the conditions of the Offer, the Purchaser will purchase and will pay for up to 6,800 Properly Tendered Units, promptly following the Expiration Date. Payment for Units purchased pursuant to the Offer will be made only after timely receipt by the Purchaser, unless waived by the Purchaser, of: (i) a properly completed and duly executed and acknowledged Letter of Transmittal, (ii) any other documents required in accordance with the Letter of Transmittal and (iii) written confirmation from the Partnership of the transfer of the Units to the Purchaser; provided, however, that payment for Properly Tendered Units will be made promptly after the Expiration Date in all cases.

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Any Distributions made or declared on or after the date of this Offer would, by the terms of the Offer and as set forth in the Letter of Transmittal, be assigned by tendering Unit Holders to the Purchaser or deducted from your proceeds if the Distribution was paid to you. Also, the transfer fees charged by the Partnership will be deducted from your proceeds. The Purchaser believes the Partnership is currently charging a transfer fee of $10 per Unit, with a $100 minimum fee and $250 maximum fee. UNDER NO CIRCUMSTANCE WILL INTEREST ON THE PURCHASE PRICE BE PAID, REGARDLESS OF ANY EXTENSION OF THE OFFER OR ANY DELAY IN MAKING SUCH PAYMENT.

For example, if a Unit holder tenders 500 Units, and no distributions have been declared by the Partnership, the Unit holder would receive $200.00 per Unit tendered ($100,000), LESS the maximum transfer fee of $250, which would yield net proceeds of $99,750. If, however, the Partnership declared a distribution of $50, the tendering Unit holder in this example would receive an amount equal to $99,750, LESS the distribution of $50 per Unit ($25,000), which would yield total net proceeds of $84,750.

If any tendered Units are not purchased for any reason (other than proration adjustments), the Purchaser may destroy the original Letter of Transmittal with respect to the Units. If for any reason acceptance for payment of, or payment for, any Units tendered pursuant to the Offer is delayed or the Purchaser is unable to accept for payment, purchase or pay for Units tendered, then, without prejudice to the Purchaser’s rights under Section 4 herein, the Purchaser may, nevertheless, retain documents concerning tendered Units, and those Units may not be withdrawn except to the extent that the tendering Unit Holders are otherwise entitled to withdrawal rights as described in Section 5 herein, subject, however, to the Purchaser’s obligation under Rule 14e-1(c) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to pay Unit Holders the purchase price in respect of Units tendered or return documents, if any, representing those Units promptly after termination or withdrawal of the Offer.

3. PROCEDURE TO ACCEPT THE OFFER.

For the tender of any Units to be valid, the Purchaser must receive, at the address listed on the back page of this Offer to Purchase on or prior to the Expiration Date, a properly completed and duly executed Letter of Transmittal and all documents required by the Instructions.

The method of delivery of the Letter of Transmittal and all other required documents is at the option and risk of the tendering Unit Holder, and delivery will be deemed made only when actually received by the Purchaser. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to assure timely delivery.

By executing and delivering a Letter of Transmittal, a tendering Unit Holder irrevocably appoints the Purchaser and its officers and any other designee of the Purchaser, and each of them, the attorneys-in-fact and proxies of the Unit Holder, in the manner set forth in the Letter of Transmittal, each with full power of substitution, to the full extent of the Unit Holder’s rights with respect to the Units tendered by the Unit Holder and accepted for payment by the Purchaser (and with respect to any and all distributions, other Units, rights or other securities issued or issuable in respect thereof (collectively, “Distributions”)), including without limitation the right to direct any IRA custodian, trustee or other record owner to execute and deliver the Letter of Transmittal, the right to accomplish a withdrawal of any previous tender of the Unit Holder’s Units and the right to complete the transfer contemplated thereby. All such proxies will be considered coupled with an interest in the tendered Units, are irrevocable and are granted in consideration of, and are effective upon, the acceptance for payment of the Units by the Purchaser in accordance with the terms of the Offer. Upon acceptance for payment, all prior powers of attorney and proxies given by the Unit Holder with respect to the Units and Distributions will, without further action, be revoked, and no subsequent powers of attorney or proxies may be given (and, if given, will be without force or effect). The officers and designees of the Purchaser will, with respect to the Units for which the appointment is effective, be empowered to exercise all voting and other rights of the Unit Holder as they in their discretion may deem proper at any meeting of the Partnership or any adjournment or postponement thereof.

By executing and delivering a Letter of Transmittal, a tendering Unit Holder irrevocably assigns to the Purchaser and its assigns all of the right, title and interest of the Unit Holder in and to any and all Distributions made by the Partnership, effective upon and after the date of acceptance with respect to Units accepted for payment and thereby purchased by the Purchaser.

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4.	DETERMINATION OF VALIDITY; REJECTION OF UNITS; WAIVER OF DEFECTS; NO OBLIGATION TO GIVE NOTICE OF DEFECTS.

All questions about the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of Units pursuant to the Offer will be determined by the Purchaser, which determination will be final and binding. The Purchaser reserves the right to reject any or all tenders of any particular Units determined by it not to be in proper form or if the acceptance of or payment for those Units may, in the opinion of Purchaser’s counsel, be unlawful. The Purchaser also reserves the right to waive or amend any of the conditions of the Offer that it is legally permitted to waive and to waive any defect in any tender with respect to any particular Units. The Purchaser’s interpretation of the terms and conditions of the Offer (including the Letter of Transmittal) will be final and binding. No tender of Units will be deemed to have been validly made until all defects have been cured or waived. Neither the Purchaser nor any other person will be under any duty to give notification of any defects in the tender of any Units or will incur any liability for failure to give any such notification.

A tender of Units pursuant to the procedure described above and the acceptance for payment of such Units will constitute a binding agreement between the tendering Unit Holder and the Purchaser on the terms set forth in the Offer.

For purposes of the Offer, the Purchaser will be deemed to have accepted for payment pursuant to this Offer, and thereby purchased, Properly Tendered Units if, as and when the Purchaser gives written notice to the Partnership or its Transfer Agent of the Purchaser’s acceptance of those Units for payment pursuant to the Offer. Upon the terms and subject to the conditions of the Offer, payment for Units accepted for payment pursuant to the Offer will be made and transmitted directly to Unit Holders whose Units have been accepted for payment.

5. WITHDRAWAL RIGHTS.

Tenders of Units made pursuant to the Offer are irrevocable, except that Units tendered pursuant to the Offer may be withdrawn at any time on or prior to the Expiration Date and, unless already accepted for payment by the Purchaser pursuant to the Offer, may also be withdrawn at any time after February 19, 2008 (60 days following the Offer Date). If purchase of, or payment for, Units is delayed for any reason, including (i) extension by the Purchaser of the Expiration Date or (ii) a delay by the General Partner in confirming the transfer of Units; or if the Purchaser is unable to purchase or pay for Units for any reason (for example, because of proration adjustments), then, without prejudice to the Purchaser’s rights under the Offer, tendered Units may be retained by the Purchaser and may not be withdrawn, except to the extent that tendering Unit Holders are otherwise entitled to withdrawal rights as set forth in this Section 5; subject, however, to the Purchaser’s obligation, pursuant to Rule 14e-1(c) under the Exchange Act, to pay Unit Holders the purchase price in respect of Units tendered promptly after termination or withdrawal of the Offer. The Partnership's transfer agent provides confirmation of transfers on a quarterly basis (the next confirmation date subsequent to the expiration of this offer will be April 1, 2008).

For withdrawal to be effective, a written notice of withdrawal must be timely received by the Purchaser at its address listed on the back cover of this Offer to Purchase. Any notice of withdrawal must specify the name of the person(s) who tendered the Units to be withdrawn and must be signed by the person(s) who signed the Letter of Transmittal in the same manner as the Letter of Transmittal was signed. Any Units properly withdrawn will be deemed not validly tendered for purposes of the Offer. Withdrawn Units may be re-tendered, however, by following the procedures described in Section 3 herein at any time prior to the Expiration Date.

All questions about the validity and form (including time of receipt) of notices of withdrawal will be determined by the Purchaser, which determination shall be final and binding. Neither the Purchaser nor any other person will be under any duty to give notice of any defects in any notice of withdrawal or incur any liability for failure to give any such notice.

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6. EXTENSION OF TENDER PERIOD; AMENDMENT.

The Purchaser expressly reserves the right at any time:

·	to extend the period of time during which the Offer is open and thereby delay acceptance for payment of, and the payment for, any Units;

to delay for a reasonable period the acceptance for payment of, or payment for, any Units not already accepted for payment or paid for, if the Purchaser reasonably anticipates the prompt receipt of any authorization, consent, order of, or filing with, or the expiration of waiting periods imposed by, any court, government, administrative agency or other governmental authority, necessary for the consummation of the transactions contemplated by the Offer;

·	to amend the Offer in any respect (including, without limitation, by increasing or decreasing the price, increasing or decreasing the number of Units being sought, or both).

Notice of any such extension or amendment will promptly be disseminated to Unit Holders in a manner reasonably designed to inform Unit Holders of such change in compliance with Rule 14d-4(c) under the Exchange Act. In the case of an extension of the Offer, the extension will be followed by a press release or public announcement which will be issued no later than 9:00 a.m., New York time, on the next business day after the scheduled Expiration Date, in accordance with Rule 14e-1(d) under the Exchange Act. If the Purchaser makes a material change in the terms of the Offer or waives a condition that constitutes a material change in the terms of the Offer, the Purchaser will extend the Offer for at least five business days and disseminate additional tender offer materials to the extent required by Rules 14d-4(c) and 14d-6(d) under the Exchange Act. If a Distribution occurs before the Expiration Date and the Purchaser reduces its Offer price as a result, the Purchaser will provide notice thereof to Unit Holders and extend the Expiration Date in accordance with Rule 14e-1(b) under the Exchange Act. The Purchaser will not provide a subsequent offering period pursuant to Rule 14d-11 under the Exchange Act.

7. CONDITIONS OF THE OFFER.

Notwithstanding any other term of the Offer, the Purchaser will not be required to accept for payment or, subject to any applicable rules and regulations of the Commission, including Rule 14e-1(c) under the Exchange Act (relating to a bidder’s obligation to pay for or return tendered securities promptly after the termination or withdrawal of such bidder’s offer), to pay for any Units tendered, may delay the acceptance for payment of the Units tendered, or may withdraw the Offer if, at any time on or after the date of the Offer and before the Expiration Date, any of the following conditions exists:

(a) a preliminary or permanent injunction or other order of any federal or state court, government, administrative agency or other governmental authority shall have been issued and shall remain in effect which: (i) makes illegal, delays or otherwise directly or indirectly restrains or prohibits the making of the Offer or the acceptance for payment, purchase of or payment for any Units by the Purchaser; (ii) imposes or confirms limitations on the ability of the Purchaser effectively to exercise full rights of both legal and beneficial ownership of the Units; (iii) requires divestiture by the Purchaser of any Units; (iv) materially adversely affects the business, properties, assets, liabilities, financial condition, operations, results of operations or prospects of the Purchaser, or the Partnership; or (v) seeks to impose any material condition to the Offer unacceptable to the Purchaser, which determination will be made in the Purchaser’s reasonable judgment;

(b) there shall be any action taken, or any statute, rule, regulation or order proposed, enacted, enforced, promulgated, issued or deemed applicable to the Offer by any federal or state court, government, administrative agency or other governmental authority which, directly or indirectly, results in any of the consequences referred to in paragraph (a) above;

(c) there shall be any authorization, consent, order of, or filing with, or expiration of waiting periods imposed by, any court, government, administrative agency or other governmental authority, necessary for

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the consummation of the transactions contemplated by the Offer and requested by Purchaser, that shall not have occurred or been filed or obtained;

(d) any event shall have occurred or been disclosed, or shall have been threatened, regarding the business, properties, assets, liabilities, financial condition, operations, results of operations or prospects of the Partnership, which event is materially adverse, or which threatened event, if fulfilled, would be materially adverse, to the Partnership or its business or properties, or there shall be any material lien not disclosed in the Partnership’s financial statements, or the Purchaser shall have become aware of any previously undisclosed fact that has or with the passage of time would have a material adverse effect on the value of the Units or the Partnership’s properties;

(e) the General Partner or the Partnership shall have stated or otherwise indicated that it intends to refuse to take any action that the Purchaser deems necessary, in the Purchaser’s reasonable judgment, for the Purchaser to be the registered owner of the Units tendered and accepted for payment hereunder, with full voting rights, simultaneously with the consummation of the Offer or as soon thereafter as is permitted under the Partnership Agreement, in accordance with the Partnership Agreement and applicable law, or the Purchaser is unable to confirm to its reasonable satisfaction that the General Partner or Partnership will not refuse to take any such action. Generally, to be reasonably satisfied that the General Partner would not refuse to take actions necessary to cause the Purchaser to be the registered owner of the Units tendered, the Purchaser would need to receive confirmation from the transfer agent that the General Partner of the Partnership transferred the Units on the books of the Partnership and that the Purchaser is being admitted as a substitute limited partner of the Partnership, not merely an assignee;

(f) there shall have been threatened, instituted or pending any action or proceeding before any court or governmental agency or other regulatory or administrative agency or commission or by any other person, challenging the acquisition of any Units pursuant to the Offer or otherwise directly or indirectly relating to the Offer, or otherwise, in the reasonable judgment of the Purchaser, adversely affecting the Purchaser, the Partnership or its properties or the value of the Units;

(g) the Partnership shall have (i) issued, or authorized or proposed the issuance of, any partnership interests of any class, or any securities convertible into, or rights, warrants or options to acquire, any such interests or other convertible securities, (ii) issued or authorized or proposed the issuance of any other securities, in respect of, in lieu of, or in substitution for, all or any of the presently outstanding Units, (iii) declared or paid any Distribution, other than in cash, on any of the Units, or (iv) the Partnership or the General Partner shall have authorized, proposed or announced its intention to propose any merger, consolidation or business combination transaction, acquisition of assets, disposition of assets or material change in its capitalization, or any comparable event not in the ordinary course of business, other than listing the Partnership’s properties for sale or the Partnership's liquidation of the Partnership in connection with its proposal set forth in the General Partner's preliminary proxy statement; or

(h) the General Partner shall have modified, or taken any step or steps to modify, in any way, the procedures or regulations applicable to the registration of Units or transfers of Units on the books and records of the Partnership or the admission of transferees of Units as registered owners and as Unit Holders, such as if the Partnership were to amend the Partnership Agreement so that (i) transfer of Units would be impracticable or impossible or (ii) the Partnership would not recognize any transfer for an extended period of time.

The foregoing conditions are for the sole benefit of the Purchaser and may be (but need not be) asserted by the Purchaser regardless of the circumstances giving rise to such conditions or may be waived by the Purchaser in whole or in part at any time prior to the Expiration Date, subject to the requirement to disseminate to Unit Holders, in a manner reasonably designed to inform them of, any material change in the information previously provided. Any determination by the Purchaser, in its reasonable judgment, concerning the events described above will be final and binding upon all parties.

8. BACKUP FEDERAL INCOME TAX WITHHOLDING.

To prevent the possible application of backup federal income tax withholding with respect to payment of the purchase price, a tendering Unit Holder must provide the Purchaser with the Unit Holder’s correct taxpayer identification number in the space provided in the Letter of Transmittal.

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9. FIRPTA WITHHOLDING.

To prevent the withholding of federal income tax in an amount equal to ten percent of the amount of the purchase price plus Partnership liabilities allocable to each Unit purchased, the Letter of Transmittal includes FIRPTA representations certifying the Unit Holder’s taxpayer identification number and address and that the Unit Holder is not a foreign person.

CERTAIN INFORMATION CONCERNING THE PARTNERSHIP

The Partnership is subject to the information reporting requirements of the Exchange Act and is required to file reports and other information with the Commission relating to its business, financial results and other matters. Such reports and other documents may be examined and copies may be obtained from the offices of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, or electronically at http://www.sec.gov. Copies should be available by mail upon payment of the Commission’s customary charges by writing to the Commission’s principal offices at 450 Fifth Street, N.W., Washington, D.C. 20549.

General. Attached as Part I of Appendix A to this Offer to Purchase are excerpts from the last Annual Report on Form 10-KSB filed by the Partnership with the Commission (the “Form 10-KSB”), which excerpts describe the business and operations of the Partnership.

Outstanding Units. According to the Form 10-KSB, there were 68,043 Units issued and outstanding, held by approximately 2,989 Unit Holders, as of March 31, 2007.

Trading History of the Units. There is no established public trading market for the Units other than limited and sporadic trading through matching services or privately negotiated sales. At present, privately negotiated sales and sales through intermediaries (such as through the American Partnership Board) are the only means available to a Unit Holder to liquidate an investment in Units (other than this Offer or other occasional offers by other partnership investors, if any) because the Units are not listed or traded on any exchange or quoted on any NASDAQ list or system. The range of high and low bid quotations as derived from Direct Investments Spectrum for each quarter during the past two years is as follows:

Period	High	Low
10/1/05-11/30/05	$130.00	$120.00
12/1/05-1/31/06	$135.20	$47.00
2/1/06-3/31/06	$120.00	$120.00
4/1/06-5/31/06	$220.00	$141.25
6/1/06-7/31/06	$230.00	$212.00
8/1/06-9/30/06	$230.00	$210.00
10/1/06-11/30/06	$225.00	$217.00
12/1/06-1/31/07	$240.00	$200.00
2/1/07-3/31/07	$252.00	$212.00
4/1/07-5/31/07	$251.00	$220.00
6/1/07-7/31/07	$256.00	$225.00
8/1/07-9/30/07	$291.11	$256.00

Sales may be conducted which are not reported in the Direct Investments Spectrum and the prices of sales through other channels may differ from those reported by the Direct Investments Spectrum. The reported gross sales prices may not reflect the net sales proceeds received by sellers of Units, which typically are reduced by commissions (typically up to 10% with a minimum of $150-$200) and other secondary market transaction costs. The Purchaser does not know whether the information provided by the Direct Investments Spectrum is accurate or complete.

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Selected Financial and Property Related Data. Attached as Appendix A is a summary of certain financial and statistical information with respect to the Partnership and its properties, all of which has been taken from the Form 10-KSB. More comprehensive financial and other information is included in such reports and other documents filed by the Partnership with the Commission. Appendix A is qualified in its entirety by reference to such publicly filed reports and documents, including, without limitation, all the financial information and related notes contained therein. Unit Holders should also refer to any other Quarterly Reports on Form 10-QSB or Current Reports on Form 8-K filed with the Commission after the Form 10-KSB or after the date of this Offer for more recent information relating to the business and operations of the Partnership.

DETERMINATION OF OFFER PRICE

In establishing the Offer price, the Purchaser reviewed secondary market prices over the prior two years, which, according to Direct Investments Spectrum, ranged from $47.00 to $291.11. However, we do not have historical trading prices for Units that take into account the Partnership’s distribution of $226.00 per Unit in October 2007. If you reduce such trading prices by the Partnership’s $226.00 per Unit distribution, the highest trading price would be $65.11 per Unit. Additionally, the Purchaser reviewed certain publicly available information including among other things: (i) Annual Reports on Form 10-KSB and Quarterly Reports on Form 10-QSB and (ii) other reports filed with the Commission, including information relating to the Partnership’s cash on hand, debt obligations and net income and available information for the Leawood Manor apartments, as well as the General Partner’s estimate of future distributions of up to $200.00 in connection with the sale of the Partnership’s remaining properties. The Purchaser did not obtain current independent valuations or appraisals of the assets.

The Purchaser did not develop an estimated current liquidation value for the Partnership’s Units due to the Purchaser not having access to the Partnership’s books and records. The Purchaser believes this information is necessary to estimate the liquidation value of the Partnership, including the value of its interest in the other limited partnerships.

The General Partner estimates that the liquidation of the Partnership's remaining properties would result in a pretax liquidation of distribution of cash to the Unit Holders of up to $200.00 per Unit. However, the General Partner provided little support for its estimate and there is no assurance when or if the Partnership will be liquidated. We are offering you $200.00 per Unit NOW without having to wait for the General Partner to liquidate the Partnership’s assets.

CERTAIN INFORMATION CONCERNING THE PURCHASER

The Purchaser. The Purchaser is a Missouri limited liability company that was formed in April 2004. The principal office of the Purchaser is 1001 Walnut, Kansas City, Missouri 64106. The Purchaser has no employees of its own. The Purchaser and its affiliates invest in limited partnerships such as the Partnership, and in other forms of real estate oriented investments, and conduct activities incident thereto.

The Purchaser is owned by its members The Christopher J. Garlich Trust (“Garlich Trust”), whose sole trustee is Mr. Garlich, Jose L. Evans and Denise Evans. Although not a Purchaser and not involved in structuring and determining the terms of the Offer, the members may also be deemed bidders as a result of their ownership of the Purchaser.

Maxus Properties, Inc., a Missouri corporation ("Maxus Properties") is performing services related to the administration of the offer, which include mailing the offer, receiving tenders, answering questions regarding the offer and processing the paperwork to request transfer of the tendered Units. The managers of Purchaser, DeAnn Totta and Chadwick Sneed, are employees of Maxus.

The Purchaser, Park G.P., Inc., Paco Development, L.L.C., Bond Purchase, L.L.C., and McDowell Investments, L.P. (the “Group Members”) filed a Schedule 13D with the SEC on February 10, 2006, as the same has been subsequently amended, reporting their aggregate ownership in the Partnership as a group.

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For certain information concerning the Purchaser’s managers and members, see Schedule I to this Offer to Purchase.

General. Except as set forth elsewhere in this Offer to Purchase, (i) the Purchaser does not have a right to acquire, and, to the best knowledge of the Purchaser, no associate or majority-owned subsidiary of Purchaser or the persons listed in Schedule I hereto, has a right to acquire any Units or any other equity securities of the Partnership; (ii) the Purchaser has not, and to the best knowledge of the Purchaser, none of the persons and entities referred to in clause (i) above or any of their executive officers, directors or subsidiaries has, effected any transaction in the Units or any other equity securities of the Partnership during the past 60 days other than as stated in this Offer to Purchase; (iii) the Purchaser does not have and, to the best knowledge of the Purchaser, none of the persons listed in Schedule I hereto has, any contract, arrangement, understanding or relationship with any other person with respect to any securities of the Partnership, including, but not limited to, the transfer or voting thereof, joint ventures, loan arrangements, puts or calls, guarantees of loans, guarantees against loss or the giving or withholding of proxies, consents or authorizations; (iv) since January 1, 2003, there have been no transactions which would require reporting under the rules and regulations of the Commission between the Partnership or any of its affiliates and the Purchaser or any of its subsidiaries or, to the best knowledge of the Purchaser, any of its executive officers, directors or affiliates; and (v) since January 1, 2003, except as otherwise stated in this Offer to Purchase, there have been no contacts, negotiations or transactions between the Purchaser, or any of its subsidiaries or, to the best knowledge of the Purchaser, any of the persons listed in Schedule I hereto, on the one hand, and the Partnership or its affiliates, on the other hand, concerning a merger, consolidation or acquisition, tender offer or other acquisition of securities, an election of directors, or a sale or other transfer of a material amount of assets of the Partnership.

Prior Acquisitions of Units and Prior Contacts. The Purchaser currently owns 3,802.5 Units, representing approximately 5.6% of the outstanding Units (inclusive of the Units obtained in the 2004 Tender and the 2005 Tender described below). The Group Members own 16,895 Units in the aggregate, representing 24.8% of the outstanding Units. As indicated above, Maxus Properties is providing certain services to the Purchaser in connection with the Offer.

On September 28, 2004, the Purchaser filed a lawsuit against two limited partnerships affiliated with the Partnership, relating to the refusal of the two partnerships to register limited partnership Units purchased by the Purchaser. The Purchaser, however, has dismissed the litigation against the Partnership because the Partnership rescinded its refusal to register the transfer of the Units requested.

On October 20, 2004, the Purchaser commenced a tender offer to purchase Partnership Units at a cash price of $53 per Unit (the "2004 Tender"). The 2004 Tender, as amended, sought up to 11,000 Units and expired pursuant to its terms on December 22, 2004. The Purchaser received 1,517 Units that were validly tendered and not withdrawn, all of which were accepted for payment. Another 6 Units are pending additional documentation before being submitted to the Partnership's transfer agent.

On July 13, 2004, Park G.P., Inc. ("Park"), a substituted limited partner in the Partnership filed a lawsuit against the Partnership, which is pending in the Circuit Court of Clay County, Missouri, Case No. CV104-005765CC. Park originally requested that the Partnership and its general partners make available to Park for inspection and copying certain books and records of the Partnership. Specifically, Park requested information pertaining to the properties in which the Partnership has invested. Park has recently amended this lawsuit to include additional claims relating to the Partnership disposing of its investments and/or dissolving without obtaining the approval of the limited partners. These claims include the General Partners' breach of the Partnership Agreement, breach of their fiduciary duties, and the appointment of a receiver. Defendants have responded by filing a motion to dismiss. This lawsuit is still pending.

On October 27, 2005, Bond Purchase, L.L.C. ("Bond Purchase") filed a lawsuit against the Partnership, which is pending in the District Court of Johnson County, Kansas, Case No. 05-CV-8489. Bond Purchase brought claims relating to the Partnership disposing of its investments and/or dissolving without obtaining the approval of the limited partners. Bond Purchase filed a motion to dismiss the case without prejudice because the Partnership indicated that statements in the Form 10-K were mistakes. Defendants have agreed to the dismissal without prejudice. The Court has not yet entered an order on this motion but it is expected to grant the motion.

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On September 19, 2005, the Purchaser commenced a tender offer to purchase Partnership Units at a cash price of $101 per Unit (the "2005 Tender"). The 2005 Tender, as amended, sought up to 8,500 Units and expired pursuant to its terms on November 4, 2005. The Purchaser received 865 Units that were validly tendered and not withdrawn, all of which were accepted for payment. Of the 865 Units validly tendered, 30 units are currently pending transfer by the Partnership's transfer agent. Another 395.5 Units are pending additional documentation before being submitted to the transfer agent.

On September 28, 2005, Park wrote a letter to the Partnership advising that it believed the recent sales of partnership interests were in violation of the partnership agreement, and required a vote of the limited partners. In response, on October 3, 2005, the Partnership filed a lawsuit against Park and Bond Purchase, which is pending in the Superior Court Department of the Trial Court for Suffolk County, Massachusetts, Civil Action No. 05-04191 BLS. The Partnership is seeking in this case a declaratory judgment that it has properly disposed of assets. Further the Partnership has asserted claims alleging that Park and Bond Purchase interfered with the sale of a Local Limited Partnership. Park and Bond Purchase dispute these allegations. Park has moved to dismiss this case because the Court does not have jurisdiction to hear the dispute, and the Partnership failed to join all of the limited partners. The motion to dismiss is presently pending before the Court.

On October 4, 2005, the Partnership filed a Schedule 14D-9 in which it disclosed the possible additional sale of other assets.

In addition, Park or affiliates of Park sent the Partnership letters with respect to (i) concerns regarding the use of Partnership funds to pay off tax liabilities of limited partners related to the tax credit recapture for Bentley Court apartments and (ii) requesting the Partnership to submit a proposal to limited partners to amend the partnership agreement to require limited partner approval of the sale of local limited partnership interests and (iii) the negative tax effect of certain sales of local limited partnership interests.

On February 10, 2006, the following entities and persons jointly filed a Schedule 13D (i) Everest Housing Investors 2, LP, a California limited partnership ("EHI2"), (ii) Everest Properties, Inc., a California corporation ("Everest Properties"), (iii) McDowell Investments, L.P., a Missouri limited partnership ("McDowell"), (iv) MGM Holdings, LLC, a Missouri limited liability company ("MGM Holdings"), (v) Bond Purchase, (vi) Park, (vii) Paco Development, L.L.C., a Missouri limited liability company ("Paco"), (viii) the Purchaser, (ix) SLCas, L.L.C., a Missouri limited liability company ("SLCas"), (x) David L. Johnson ("Mr. Johnson"), (xi) Sandra L. Castetter ("Ms. Castetter"), (xii) Christopher J. Garlich Trust, a trust ("Garlich Trust"), (xiii) Christopher J. Garlich, as trustee of the Garlich Trust ("Mr. Garlich"), (xiv) Jose L. Evans ("Mr. Evans"), and (xv) Denise Evans ("Ms. Evans"). EHI2, Everest Properties, McDowell, MGM Holdings, Bond Purchase, Park, Paco, Anise, SLCas, Mr. Johnson, Ms. Castetter, the Garlich Trust, Mr. Garlich, Mr. Evans and Ms. Evans are collectively referred to as the "Group Members." The Schedule 13D indicates that the Group Members are considering various alternatives and actions to affect management and control of the Partnership.

On February 10, 2006, Park filed a preliminary proxy statement in connection with a consent solicitation to remove the current general partners and to elect Everest Housing Management, LLC, a California limited liability company that is affiliated with EHI2 and Everest Properties as the successor general partner. Although the Purchaser and Group Members do not have a binding obligation to consent to the actions contemplated by Park in the consent solicitation, they have discussed consenting to those actions.

On February 10, 2006, the General Partner filed a preliminary proxy statement in connection with a consent solicitation asking limited partners to authorize and approve a plan of liquidation and dissolution to sell or dispose of the Partnership's remaining interests in local limited partnerships which, in turn, own apartment and other housing complexes. The preliminary proxy statement also includes an alternative proposal that Bond Purchase, a Group Member, proposed, which asks the limited partners to amend the Partnership Agreement to require that General Partner obtain consent from the limited partners each time the General Partner wants to dispose of a Partnership property.

On February 20, 2006, the Purchaser commenced a tender offer to acquire up to 9,500 Units from limited partners of the Partnership for $172 per Unit, subsequently revised to $175 per Unit. On May 17, 2006, the Purchaser reported that it had acquired 424 Units pursuant to the tender offer.

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On February 21, 2007, the Purchaser, Bond Purchase and its affiliates, EHI2 and its affiliates and the Partnership and its affiliates reached a settlement agreement to resolve certain existing lawsuits (the “Settlement Agreement”). The Settlement Agreement provides, among other things, that some of the claims and counterclaims asserted in the lawsuits be dismissed with prejudice and other claims be dismissed without prejudice, all in exchange for options, subject to various conditions, to purchase certain Local Limited Partnership interests held by the Partnership, Boston Financial Qualified Housing Tax Credits L.P. III, Boston Financial Qualified Housing Tax Credits L.P. V, and Boston Financial Tax Credit Fund VII, A Limited Partnership at specified prices.

The Settlement Agreement provided options, subject to various conditions, to purchase the Partnership’s interests in Prince Street Towers, L.P., located in Lancaster, PA, Sencit Towne House L.P., located in Shillton, PA, Allentown Towne House, L.P., located in Allentown, PA, Brookscrossing Apartments, L.P., located in Riverdale GA, and Leawood Associates, L.P., located in Leawood, KS, for specified prices aggregating to $13,300,000. These options were not exercised and expired pursuant to the terms of the Settlement Agreement.

In October 2007, Paco Development made an offer to purchase up to 1,360 Units from limited partners of the Partnership for a purchase price of $29 per Unit, after taking into account the Partnership’s distribution of $226 per Unit in October 2007.

On November 7, 2007, EHI2 and Everest Properties amended the Schedule 13D referenced above to provide it was no longer a Group Member.

On November 27, 2007 and December 19, 2007, McDowell sent a letter to limited partners indicating its intent to vote in favor of EHI2’s consent solicitation to remove the current general partners and to elect Everest Housing Management, LLC as the successor general partner.

Except as set forth above, neither the Purchaser nor its affiliates nor the Group Members are party to any past, present or proposed material contracts, arrangements, understandings, relationships, or negotiations with the Partnership or with the General Partner concerning the Partnership since February 1, 2003.

Source of Funds. Based on the Offer price of $200.00 per Unit, the Purchaser estimates that the total amount of funds necessary to purchase all Units sought by this Offer and to pay related fees and expenses, will be approximately $1,380,000. The Purchaser expects to obtain these funds from cash on hand.

FUTURE PLANS OF THE PURCHASER

The Purchaser is seeking to acquire Units pursuant to the Offer to obtain a substantial equity interest in the Partnership, for investment purposes and the Purchaser is considering various alternatives to affect management and control of the Partnership. The Purchaser also currently intends to vote any Units tendered in favor of Everest Housing Investors 2, LP's consent solicitation to solicit votes to remove the Partnership's current general partners and to elect Everest Housing Management, LLC, a California limited liability company as the successor general partner.

Following the completion of the Offer, the Purchaser and persons related to or affiliated with the Purchaser may acquire additional Units, although there is no current intention to do so. Any such acquisition may be made through private purchases, through one or more future tender or exchange offers or by any other means deemed advisable by the Purchaser. Any such acquisition may be at a price higher or lower than the price to be paid for the Units purchased pursuant to the Offer, and may be for cash or other consideration. The Purchaser also may consider selling some or all of the Units it acquires pursuant to the Offer, either directly or by a sale of one or more interests in the Purchaser itself, depending upon liquidity, strategic, tax and other considerations.

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Other than as set forth above, the Purchaser does not currently intend to change current management, indebtedness, capitalization, corporate structure or business operations of the Partnership and does not have current plans for any extraordinary transaction such as a merger, reorganization, liquidation or sale or transfer of assets involving the Partnership. However, these plans could change at any time in the future. If a significant number of Units are purchased pursuant to the Offer, the Purchaser may consider taking steps to attempt to change current management. If any transaction is effected by the Partnership and financial benefits accrue to the Unit Holders, the Purchaser and its affiliates will participate in those benefits to the extent of their ownership of the Units.

EFFECTS OF THE OFFER

Future Benefits of Unit Ownership. Tendering Unit Holders shall receive cash in exchange for their Units purchased by the Purchaser and will forego all future distributions and income and loss allocations from the Partnership with respect to such Units.

Limitations on Resales. There are two separate transfer limitations in the Partnership Agreement. First, the Partnership Agreement provides that no transfer of any Units will be made "if such sale, exchange, transfer or assignment, when aggregated with all other transfers during the same taxable year of the Partnership, would result in both (i) the transfer of more than 5% of the Units (excluding certain permitted transfers) and (ii) the transfer of more than 2% of the Units (excluding Permitted Transfers and transfers made through a Matching Service), unless the Managing General Partner shall have received an opinion of counsel that such sale, exchange, transfer or assignment can be made without material adverse tax consequences to the Partners."

In addition, the Partnership Agreement provides that if "in the opinion of counsel, such sale, exchange, transfer or assignment would, when added to the total of all other Units sold or exchanged within a period of 12 consecutive months prior thereto result in the Partnership being considered to have terminated within the meaning of Section 708 of the Code and such termination would have adverse tax consequences to any Partner . . . ." (a “Tax Termination”).

Accordingly, the Partnership may not recognize any requests for recognition of a transferee Unit Holder upon a transfer of Units if the transfer would result in a Tax Termination. For the same reasons, it is theoretically possible that the number of Units tendered for purchase by the Purchaser taken together with the number of Units that have transferred prior to the Offer could result in a Tax Termination. In such event, Purchaser will purchase the maximum number of Units it may purchase without causing a Tax Termination, as informed by the General Partner. It is not possible for Purchaser to determine how many Units may be purchased because only the General Partner will know the number of Units that have been transferred in all other transactions prior to the expiration of the Offer. See “Details of the Offer - Terms of the Offer; Expiration Date; Proration.”

The possibility exists that the general partner will deny the transfer of Units. The Purchaser is aware of approximately 948 Units being transferred in the last 12 months (which amounts to approximately 1.4% of the 68,043 Units outstanding). Although the Purchaser does not know whether the general partner will enforce a limitation on transfer, the Purchaser should know whether the general partner will transfer the Units tendered when the Partnership's transfer agent provides confirmation of transfers, which occurs on a quarterly basis (the next confirmation date subsequent to the expiration of this offer will be April 1, 2008).

Influence Over Future Voting Decisions. Under the Partnership Agreement, Unit Holders holding a majority of the Units are entitled to take action with respect to a variety of matters, including removal of the General Partner, dissolution and termination of the Partnership, and approval of most types of amendments to the Partnership Agreement. If all of the Units sought are acquired, the Purchaser and the Group Members will hold approximately 34.8% of the outstanding Units. Accordingly, while the Purchaser and the Group Members do not currently control any vote of the Unit Holders, the Purchaser and the Group Members may have some influence over such actions after the Offer.

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FEDERAL INCOME TAX MATTERS

The following summary is a general discussion of certain of the federal income tax consequences of a sale of Units pursuant to the Offer. The summary is based on the Code, applicable Treasury regulations thereunder, administrative rulings, and judicial authority, all as of the date of the Offer. All of the foregoing is subject to change, and any such change could affect the continuing accuracy of this summary. This summary does not discuss all aspects of federal income taxation that may be relevant to a particular Unit Holder in light of such Unit Holder’s specific circumstances, nor does it describe any aspect of state, local, foreign or other tax laws. Sales of Units pursuant to the Offer may be taxable transactions under applicable state, local, foreign and other tax laws. UNIT HOLDERS SHOULD CONSULT THEIR RESPECTIVE TAX ADVISORS AS TO THE PARTICULAR TAX CONSEQUENCES TO THE UNIT HOLDER OF SELLING UNITS PURSUANT TO THE OFFER.

In general, a Unit Holder will recognize gain or loss on a sale of Units pursuant to the Offer equal to the difference between (i) the Unit Holder’s “amount realized” on the sale and (ii) the Unit Holder’s adjusted tax basis in the Units sold. The amount of a Unit Holder’s adjusted tax basis in a Unit will vary depending upon the Unit Holder’s particular circumstances, and it will include the amount of the Partnership’s liabilities allocable to the Unit (as determined under Code Section 752). The “amount realized” with respect to a Unit will be a sum equal to the amount of cash received by the Unit Holder for the Unit pursuant to the Offer (that is, the purchase price), plus the amount of the Partnership’s liabilities allocable to the Unit (as determined under Code Section 752).

The gain or loss recognized by a Unit Holder on a sale of a Unit pursuant to the Offer generally will be treated as a capital gain or loss if the Unit was held by the Unit Holder as a capital asset. Gain with respect to Units held for more than one year will be taxed, for federal income tax purposes, at a maximum long-term capital gain rate of 15 percent. Gain with respect to Units held one year or less will be taxed at ordinary income rates. It should also be noted that the Taxpayer Relief Act of 1997 imposed depreciation recapture of previously deducted straight-line depreciation with respect to real property at a rate of 25 percent (assuming eligibility for long-term capital gain treatment). A portion of the gain realized by a Unit Holder with respect to a disposition of the Units may be subjected to this 25 percent rate to the extent that the gain is attributable to depreciation recapture inherent in the properties of the Partnership.

If any portion of the amount realized by a Unit Holder is attributable to such Unit Holder’s share of “unrealized receivables” or “substantially appreciated inventory items” as defined in Code Section 751, a corresponding portion of such Unit Holder’s gain or loss will be treated as ordinary gain or loss. It is possible that the basis allocation rules of Code Section 751 may result in a Unit Holder’s recognizing ordinary income with respect to the portion of the Unit Holder’s amount realized on the sale of a Unit that is attributable to such items while recognizing a capital loss with respect to the remainder of the Unit.

Capital losses are deductible only to the extent of capital gains, except that taxpayers who are natural persons may deduct up to $3,000 per year of capital losses in excess of the amount of their capital gains against ordinary income. Excess capital losses generally can be carried forward to succeeding years (a “C” corporation’s carry-forward period is five years and an individual taxpayer can carry forward such losses indefinitely).

Under Code Section 469, individuals, S corporations and certain closely-held corporations generally are able to deduct “passive activity losses” in any year only to the extent of the person’s passive activity income for that year. Substantially all post-1986 losses of Unit Holders from the Partnership are passive activity losses. Unit Holders may have “suspended” passive activity losses from the Partnership (i.e., post-1986 net taxable losses in excess of statutorily permitted “phase-in” amounts and which have not been used to offset income from other passive activities).

If a Unit Holder sells less than all of its interest in the Partnership pursuant to the Offer, a passive loss recognized by that Unit Holder can be currently deducted (subject to the other applicable limitations) to the extent of the Unit Holder’s passive income from the Partnership for that year plus any other net passive activity income for that year, and any gain recognized by a Unit Holder upon the sale of Units can be offset by the Unit Holder’s current or “suspended” passive activity losses (if any) from the Partnership and other sources. If, on the other hand, a Unit

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Holder sells 100 percent of its interest in the Partnership pursuant to the Offer, any “suspended” passive activity losses from the Partnership and any passive activity losses recognized upon the sale of the Units will be offset first against any net passive activity income from the Unit Holder’s other passive activity investments, and the balance of any net passive activity losses attributable to the Partnership will no longer be subject to the passive activity loss limitation. If more than the number of Units sought in the Offer are Properly Tendered, some tendering Unit Holders may not be able to sell 100 percent of their Units pursuant to the Offer because of proration of the number of Units to be purchased by the Purchaser, unless the Purchaser amends the Offer to increase the number of Units to be purchased.

A tendering Unit Holder will be allocated the Unit Holder’s pro rata share of the annual taxable income and losses from the Partnership with respect to the Units sold for the period through the date of sale, even though such Unit Holder will assign to the Purchaser its rights to receive certain cash distributions with respect to such Units. Such allocations and any Partnership distributions for such period would affect a Unit Holder’s adjusted tax basis in the tendered Units and, therefore, the amount of gain or loss recognized by the Unit Holder on the sale of the Units.

Unit Holders (other than tax-exempt persons, corporations and certain foreign individuals) who tender Units may be subject to 28 percent backup withholding unless those Unit Holders provide a taxpayer identification number (“TIN”) and are certain that the TIN is correct or properly certify that they are awaiting a TIN. A Unit Holder may avoid backup withholding by properly completing and signing the Letter of Transmittal. If a Unit Holder who is subject to backup withholding does not include its TIN, the Purchaser will withhold 28 percent from payments to such Unit Holder.

CERTAIN LEGAL MATTERS

General. Except as set forth herein, the Purchaser is not aware of any filings, approvals or other actions by any domestic or foreign governmental or administrative agency that would be required prior to the acquisition of Units by the Purchaser pursuant to the Offer. The Purchaser’s obligation to purchase and pay for Units is subject to certain conditions, including conditions related to the legal matters discussed herein.

State Takeover Statutes. A number of states have adopted anti-takeover laws which purport, to varying degrees, to be applicable to attempts to acquire securities of entities domiciled in such states or which have substantial assets, security holders, principal executive offices or principal places of business in such states. These laws are generally directed at the acquisition of corporations and not partnerships. The Purchaser is not aware of any state anti-takeover law that would apply to the transaction contemplated by the Offer.

If any person seeks to apply any state takeover statute, the Purchaser will take such action as then appears desirable, which action may include challenging the validity or applicability of any such statute in appropriate court proceedings. If there is a claim that one or more takeover statutes apply to the Offer, and it is not determined by an appropriate court that such statutes do not apply or are invalid as applied to the Offer, the Purchaser might be required to file certain information with, or receive approvals from, the relevant state authorities. This could prevent the Purchaser from purchasing or paying for Units tendered pursuant to the Offer, or cause delay in continuing or consummating the Offer. In such case, the Purchaser may not be obligated to accept for payment or pay for Units tendered. Furthermore, it is a condition to the Offer that no state or federal statute impose a material limitation on the Purchaser’s right to vote the Units purchased pursuant to the Offer. If this condition is not met, Purchaser may terminate or amend the Offer.

Fees and Expenses. Purchaser will pay Maxus Properties $2,000 in connection with Maxus Properties assistance in making this Offer. Employees of Maxus Properties may solicit tenders of Units without any additional compensation. Except as provided in the preceding sentence, Purchaser will not pay any fees or commissions to any broker, dealer or other person for soliciting tenders of Units pursuant to the Offer. The Purchaser will pay all costs and expenses of printing and mailing the Offer and Purchaser’s legal fees and expenses.

Miscellaneous. The Offer is not made to (nor will tenders be accepted on behalf of) Unit Holders residing in any jurisdiction in which the making of the Offer or the acceptance thereof would not be in compliance with the securities or other laws of such jurisdiction. However, the Purchaser may take such action as it deems necessary to make the Offer in any jurisdiction and extend the Offer to Unit Holders in such jurisdiction.

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In any jurisdiction where the securities or other laws require the Offer to be made by a licensed broker or dealer, the Offer will be deemed to be made on behalf of the Purchaser by one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.

The Purchaser has filed with the Commission a Tender Offer Statement on Schedule TO pursuant to Rule 14d-3 under the Exchange Act, furnishing certain additional information with respect to the Offer, and may file amendments thereto. The Schedule TO and any amendments thereto, including exhibits, may be inspected and copies may be obtained at the same places and in the same manner as set forth under the caption “Certain Information Concerning The Partnership -- General.”

No person has been authorized to give any information or to make any representation on behalf of the Purchaser not contained herein or in the Letter of Transmittal and, if given or made, such information or representation must not be relied upon as having been authorized.

Anise, L.L.C.

December 21, 2007

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SCHEDULE I

EXECUTIVE OFFICERS

The Purchaser's managers are DeAnn Totta and Chadwick Sneed. The Purchaser has no employees of its own. The Purchaser's members are The Christopher J. Garlich Trust, of which Mr. Garlich is the sole trustee, Jose L. Evans and Denise Evans. Each is a United States citizen. The name and principal occupation or employment of each member of the Purchaser are set forth below.

Name	Present Principal Occupation or Employment Position and Five-Year Employment History
DeAnn Totta	Ms. Totta is a manager of the Purchaser. Ms. Totta has been employed by Maxus Properties since May 2005, serving as VP of Reporting and Administration and is also currently Principal Accounting Officer and Secretary of Maxus Realty Trust, Inc. Ms. Totta was not employed for the five year period prior to such time.
Chadwick Sneed	Mr. Sneed is a manager of the Purchaser. Since July 2006, Mr. Sneed has been employed by Maxus Properties as its Acquisitions Manager. Mr. Sneed is a recent graduate of the University of Missouri Columbia where he graduated with honors with an emphasis in finance, banking and real estate.
Christopher J. Garlich	Since August 1993, Executive Vice President and member of Bancorp Services, LLC, a Missouri limited liability company, specializing in the development, administration and distribution of life insurance products to the corporate and high net worth market place, with a principal business address of 12800 Corporate Hill Drive, Suite 300, St. Louis, Missouri. Mr. Garlich is a majority shareholder of Maxus Properties.
Jose L. Evans	Since August 1994, President and sole owner of Assured Quality Title Company, a real estate title insurance agency and escrow company, with a principal business address of 1001 Walnut, Kansas City, Missouri.
Denise Evans	Ms. Evans is not employed and has not been employed during the past five years.

APPENDIX A

The following information has been copied from the Partnership’s Annual Report on Form 10-KSB for the year ended March 31, 2007. Although the Purchaser has no information that any statements contained in this Appendix A are untrue, the Purchaser has not independently investigated the accuracy of statements, and takes no responsibility for the accuracy, inaccuracy, completeness or incompleteness of any of the information contained in the Form 10-KSB or for the failure by the Partnership to disclose events which may have occurred and may affect the significance or accuracy of any such information.

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Item 1. Business

Boston Financial Qualified Housing Tax Credits L.P. IV (the "Partnership") is a limited partnership formed on March 30, 1989 under the Revised Uniform Limited Partnership Act of the Commonwealth of Massachusetts. The Partnership's partnership agreement ("Partnership Agreement") authorized the sale of up to 100,000 units of Limited Partnership Interest ("Units") at $1,000 per Unit, adjusted for certain discounts. The Partnership raised $67,653,000 ("Gross Proceeds"), net of discounts of $390,000, through the sale of 68,043 Units. Such amounts exclude five unregistered Units previously acquired for $5,000 by the Initial Limited Partner, which is also one of the General Partners. The offering of Units terminated on January 31, 1990. No further sale of Units is expected.

The Partnership is engaged solely in the business of real estate investment. Therefore, a presentation of information about industry segments is not applicable and would not be material to an understanding of the Partnership's business taken as a whole.

The Partnership originally invested as a limited partner in thirty-seven limited partnerships ("Local Limited Partnerships") which own and operate residential apartment complexes ("Properties"), most of which benefit from some form of federal, state or local assistance programs and all of which qualify for the low-income housing tax credits ("Tax Credits") added to the Internal Revenue Code (the "Code") by the Tax Reform Act of 1986. The investment objectives of the Partnership include the following: (i) to provide current tax benefits in the form of Tax Credits which qualified limited partners may use to offset their federal income tax liability; (ii) to preserve and protect the Partnership's capital; (iii) to provide limited cash distributions from Property operations which are not expected to constitute taxable income during the expected duration of the Partnership's operations; and (iv) to provide cash distributions from sale or refinancing transactions. There cannot be any assurance that the

Partnership will attain any or all of these investment objectives. A more detailed discussion of these investment objectives, along with the risks in achieving them, is contained in the section of the prospectus entitled "Investment Objectives and Policies - Principal Investment Policies" which is herein incorporated by this reference.

Table A on the following page lists the Properties originally acquired by the Local Limited Partnerships in which the Partnership has invested. Item 6 of this Report contains other significant information with respect to such Local Limited Partnerships. As required by applicable rules, the terms of the acquisition of Local Limited Partnership interests have been described in supplements to the Prospectus and collected in three post-effective amendments to the Registration Statement (collectively, the "Acquisition Reports"); such descriptions are incorporated herein by this reference.

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TABLE A
SELECTED LOCAL LIMITED PARTNERSHIP DATA
Properties owned by Local Limited Partnerships	Location	Date Interest Acquired

46th & Vincennes	Chicago, IL	03/29/91
Audobon (1)	Boston, MA	12/22/89
Bent Tree (1)	Jackson, TX	12/27/89
Bentley Court	Columbia, SC	12/26/89
Brookscrossing	Atlanta, GA	06/30/89
Brown Kaplan (1)	Boston, MA	07/01/90
BK Apartments (1)	Jamestown, ND	12/01/90
Carolina Woods (1)	Greensboro, NC	01/31/90
Canfield Crossing (1)	Milan, MI	08/20/90
Dorsett Apartments (1)	Philadelphia, PA	10/20/89
Findlay Market (1)	Cincinnati, OH	08/15/90
Grandview (1)	Grandview, TX	12/27/89
Green Tree Village (1)	Greenville, GA	07/06/90
Gateway Village Garden (1)	Azle, TX	06/24/91
Hampton Lane (1)	Buena Vista, GA	12/20/89
Hilltop (1)	Rhome, TX	12/27/89
Justin Place (1)	Justin, TX	12/27/89
Lancaster House North	Lancaster, PA	03/13/89
Lakeside Square (1)	Chicago, IL	05/17/90
Lincoln Green (1)	Old Town, ME	03/21/90
Leawood Manor	Leawood, KS	12/29/89
Mayfair Mansions (1)	Washington, DC	03/21/90
Nocona Terrace (1)	Nocona, TX	12/27/89
Oakview Square (1)	Chesterfield, MI	03/22/89
Orchard View (1)	Gobles, MI	04/29/90
Orocovix IV (1)	Orocovix, PR	12/30/89
Pecan Hill (1)	Bryson, TX	12/28/89
Pine Manor (1)	Jacksboro, TX	12/27/89
Pinewood Terrace (1)	Rusk, TX	12/27/89
Royal Crest (1)	Bowie, TX	12/27/89
Seagraves (1)	Seagraves, TX	11/28/90
Sencit Towne House	Shillington, PA	12/26/89
Town House Apartments	Allentown, PA	12/26/89
Valley View (1)	Valley View, TX	12/27/89
West Pine	Findlay, PA	12/31/90
Willow Ridge (1)	Prescott, AZ	08/28/89
Whitehills II (1)	Howell, MI	04/21/90

(1) The Partnership no longer has an interest in the Local Limited Partnership which owns this Property. Although the Partnership's investments in Local Limited Partnerships are not subject to seasonal fluctuations, the Partnership's equity in losses of Local Limited Partnerships, to the extent they reflect the operations of individual Properties, may vary from quarter to quarter based upon changes in occupancy and operating expenses as a result of seasonal factors.

With the exception of Leawood Manor, each Local Limited Partnership has as its general partners ("Local General Partners") one or more individuals or entities not affiliated with the Partnership or its General Partners. In accordance with the partnership agreements under which such entities are organized ("Local Limited Partnership Agreements"), the Partnership depends on the Local General Partners for the management of each Local Limited Partnership. As of March 31, 2007, the following Local Limited Partnerships have a common Local General Partner

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or affiliated group of Local General Partners accounting for the specified percentage of the capital contributions to Local Limited Partnerships: Sencit Towne House L.P., Allentown Towne House, L.P. and Prince Street Towers L.P., representing 24.80%, have AIMCO Properties as Local General Partner. The Local General Partners of the remaining Local Limited Partnerships are identified in the Acquisition Reports, which are incorporated herein by reference.

The Properties owned by Local Limited Partnerships in which the Partnership has invested are and will continue to be subject to competition from existing and future apartment complexes in the same areas. The continued success of the Partnership will depend on many outside factors, most of which are beyond the factors include general economic and real estate market conditions, both on a national basis and in those areas where the Properties are located, the availability and cost of borrowed funds, real estate tax rates, operating expenses, energy costs and government regulations. In addition, other risks inherent in real estate investment may influence the ultimate success of the Partnership, including: (i) possible reduction in rental income due to an inability to maintain high occupancy levels or adequate rental levels; (ii) possible adverse changes in general economic conditions and adverse local conditions, such as competitive overbuilding, a decrease in employment or adverse changes in real estate laws, including building codes; and (iii) the possible future adoption of rent control legislation which would not permit increased costs to be passed on to the tenants in the form of rent increases or which would suppress the ability of the Local Limited Partnerships to generate operating cash flow. Since most of the Properties benefit from some form of government assistance, the Partnership is subject to the risks inherent in that area including decreased subsidies, difficulties in finding suitable tenants and obtaining permission for rent increases. In addition, any Tax Credits allocated to investors with respect to a Property are subject to recapture to the extent that the Property or any portion thereof ceases to qualify for the Tax Credits. Other future changes in federal and state income tax laws affecting real estate ownership or limited partnerships could have a material and adverse affect on the business of the Partnership.

The Partnership is managed by Arch Street VIII, Inc., the Managing General Partner of the Partnership. The other General Partner of the Partnership is Arch Street IV Limited Partnership. The Partnership, which does not have any employees, reimburses MMA Financial, Inc. ("MMA"), an affiliate of the General Partners, for certain expenses and overhead costs. A complete discussion of the management of the Partnership is set forth in Item 9 of this Report.

Item 2. Properties

The Partnership currently owns limited partnership interests in eight Local Limited Partnerships which own and operate Properties, some of which benefit from some form of federal, state or local assistance programs and all of which qualify for the Tax Credits added to the Code by the Tax Reform Act of 1986. The Partnership's ownership interest in each Local Limited Partnership is 99% with the exception of Leawood Manor, which is 89%.

Each of the Local Limited Partnerships has received an allocation of Tax Credits from its relevant state tax credit agency. In general, the Tax Credits run for ten years from the date the Property is placed in service. The required holding period (the "Compliance Period") of the Properties is fifteen years. During these fifteen years, the Properties must satisfy rent restrictions, tenant income limitations and other requirements, as promulgated by the Code, in order to maintain eligibility for the Tax Credits at all times during the Compliance Period. Once a Local Limited Partnership has become eligible for the Tax Credits, it may lose such eligibility and suffer an event of recapture if its Property fails to remain in compliance with the requirements. To date, with the exception of Bentley Court, none of the Local Limited Partnerships have suffered an event of recapture of Tax Credits.

In addition, some of the Local Limited Partnerships have obtained one or a combination of different types of loans such as: i) below market rate interest loans; ii) loans provided by a redevelopment agency of the town or city in which the Property is located at favorable terms; or iii) loans that have repayment terms that are based on a percentage of cash flow.

The schedule on the following pages provides certain key information on the Local Limited Partnership interests acquired by the Partnership.

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Capital Contributions
Local Limited Partnership Property Name Property Location	Number of Apt Units	Total Committed at March 31, 2007	Paid Through March 31, 2007	Mtg. Loans Payable at December 31, 2006	Type of Subsidy *	Occupancy at March 31, 2007

Brookscrossing Apartments, L.P. A Limited Partnership Brookscrossing Atlanta, GA	224	$ 3,363,776	$ 3,363,776	$ 5,488,167	None	90%
Leawood Associates, L.P. A Limited Partnership Leawood Manor Leawood, KS	254	7,497,810	7,497,810	7,450,277	None	99%
Allentown Towne House, L.P. Towne House Apartments Allentown, PA	160	1,589,403	1,589,403	5,611,174	Section 8	99%
Prince Street Towers L.P. A Limited Partnership Lancaster House North Lancaster, PA	201	1,996,687	1,996,687	6,303,793	Section 8	99%
Sencit Towne House L.P. Sencit Towne House Shillington, PA	200	1,996,687	1,996,687	3,089,906	Section 8	100%
Bentley Court II Limited Partnership Bentley Court Columbia, SC	272	5,000,000	5,000,000	6,428,396	None	99%
West Pine Associates West Pine Findlay, PA	38	313,445	313,445	1,633,262	FmHA	87%
46th and Vincennes Limited Partnership 46th and Vincennes Chicago, IL	28	751,120	751,120	1,302,656	Section 8	89%

* FmHA This subsidy, which is authorized under Section 515 of the Housing Act of 1949, can be one or a combination of different types of financing. For instance, FmHA may provide: 1) direct below-market-rate mortgage loans for rural rental housing; 2) mortgage interest subsidies which effectively lower the interest rate of the loan to 1%; 3) a rental assistance subsidy to tenants which allows them to pay no more than 30% of their monthly income as rent with the balance paid by the federal government; or 4) a combination of any of the above.

Section 8 This subsidy, which is authorized under Section 8 of Title II of the Housing and Community Development Act of 1974, allows qualified low-income tenants to pay 30% of their monthly income as rent with the balance paid by the federal government. Also includes comparable state subsidies.

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The Partnership does not guarantee any of the mortgages or other debt of the Local Limited Partnerships. Duration of leases for occupancy in the Properties described above is generally six to twelve months. The Managing General Partner believes the Properties described herein are adequately covered by insurance.

Additional information required under this Item, as it pertains to the Partnership, is contained in Items 1, 6 and 7 of this Report.

Property Discussions

A majority of the Properties in which the Partnership has an interest had stabilized operations and operated above breakeven as of December 31, 2006. Some Properties generate cash flow deficits that the Local General Partners of those Properties fund through project expense loans, subordinated loans or operating escrows. However, a few Properties have had persistent operating difficulties that could either: (i) have an adverse impact on the Partnership's liquidity; (ii) result in their foreclosure; or (iii) result in the Managing General Partner deeming it appropriate for the Partnership to dispose of its interest in the Local Limited Partnership. Also, the Managing General Partner, in the normal course of the Partnership's business, may arrange for the future disposition of its interest in certain Local Limited Partnerships. The following Property discussions focus only on such Properties.

As previously reported, an IRS audit of 1993 tax return for Bentley Court II Limited Partnership questioned the treatment of certain items and had findings of non-compliance in 1993. The IRS then expanded the scope of the audit to include the 1994 and 1995 tax returns. As a result, the IRS disallowed the Property's Tax Credits for each of these years (the disallowance of the 1993, 1994 and 1995 Tax Credits applies only to the Limited Partners of the Partnership that claimed Tax Credits for those years and the recapture applies to all current Limited Partners of the Partnership). On behalf of the Partnership, the Managing General Partner retained counsel to appeal the IRS's findings in order to minimize the loss of Tax Credits. This administrative appeal has been unsuccessful, and the IRS has not retracted its position of disallowing Tax Credits for 1993, 1994 and 1995, a total of $2,562,173, plus accrued interest of approximately $3,000,000, or approximately $80 per Unit. Based on of advice of tax counsel, the Managing General Partner determined to concede the disallowance of Tax Credits for those three years.

In addition, the Local General Partner received notification that the IRS was expanding its claims to recapturing $502,472 of Tax Credits taken in 1990, 1991 and 1992, plus accrued interest of approximately $800,000, or approximately $20 per Unit. Based on advice of tax counsel, the Managing General Partner determined to challenge the IRS's findings with respect to this $502,472 of recapture, and a trial was held on this issue in November 2005. Last year, the Tax Court ruled against the Partnership. Upon advice of counsel, this decision was not appealed by the Managing General Partner.

It is possible that the IRS will further expand its claims for additional amounts with respect to other years. However, counsel has advised that the statute of limitations has expired for the tax years 1996, 1997 and 1998. At this point, there appears to be no possibility of a settlement with the IRS, and the Managing General Partner anticipates that the IRS will forward the assessments for disallowance and recapture directly to the affected Limited Partners and that this could occur in 2007. The accrued interest calculations above respecting the disallowance and recapture of Tax Credits are estimates only based upon a rate of 8% simple interest from the dates that the taxes were deemed to be owed. The Managing General Partner has not included estimates for penalties because it is not expecting them. However, it is possible that the IRS will attempt to claim penalties. Tax counsel has advised that Limited Partners that acquired Units after 1998 will not be affected by these assessments. The Managing General Partner strongly recommends that Limited Partners consult with their tax advisors regarding the appropriate treatment of any disallowance or recapture assessments.

As previously reported, the Managing General Partner negotiated an agreement with an unaffiliated entity to have the ability to transfer its interest to the unaffiliated entity or its designee with respect to the following Local Limited Partnerships: Canfield Crossing, located in Milan, Michigan, Whitehills II, located in Howell, Michigan and Orchard View, located in Gobles, Michigan. Although these Properties did not share a common Local General Partner, they were all Rural Housing Section 515 ("FMHA") properties. The Managing General Partner had the right to put its interest in any of the Local Limited Partnerships at any time in exchange for a contingent note that granted the Partnership 50% of all future net cash receipts from such Local Limited Partnership interest. If the Partnership disposed of its interest in the above-mentioned Properties in any other manner, the Partnership would have been required to pay a $2,500 termination fee, per Property, to the unaffiliated entity. Effective January 1, 2005, the Managing General Partner transferred the Partnership's interest in Canfield Crossing and Whitehills II to the unaffiliated entity. The Partnership received $4,166 in exchange for the sale of the contingent notes that were created in conjunction with put options entered into with the above-mentioned unaffiliated third party. These two sales resulted in 2005 taxable income of $663,002, or $9.74 per Unit. Effective

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January 1, 2006, the Partnership put its interest in Orchard View to the unaffiliated entity for approximately $2,100 in lieu of the Partnership carrying a remaining interest in the form of a contingent note. This transfer resulted in 2006 taxable income of $287,576, or $4.23 per Unit. The Managing General Partner, in accordance with and as permitted by the Partnership Agreement, retained the entire amount of net proceeds from these sale in Reserves. The Managing General Partner determined the values in these Properties to be less than their outstanding debt, and therefore the sale of the Partnership's interests in these Properties for nominal amounts was determined to be in the best interest of the Partnership. The Compliance Periods ended on December 31, 2004 for Canfield Crossing and Whitehills II and ended on December 31, 2005 for Orchard View. The Partnership no longer has an interest in these three Local Limited Partnerships.

As previously reported, the Local General Partner of Green Tree Village, located in Greenville, Georgia, expressed to the Managing General Partner some concerns over the long-term financial health of the Property. In response to these concerns and to reduce possible future risk, the Managing General Partner entered into a put agreement with the Local General Partner in which the Partnership had the right to ultimately transfer ownership of the Local Limited Partnership to the Local General Partner for a nominal price after the expiration of the Compliance Period. Effective January 1, 2006, the Managing General Partner transferred its interest in the Local Limited Partnership to the Local General Partner for $4,000, or $0.06 per Unit. This transfer was consummated with the receipt of these proceeds in April 2006. This transfer resulted in 2006 taxable income of $185,716, or $2.73 per Unit. The Property has generated all of its Tax Credits, and the Property's Compliance Period ended on December 31, 2005. The Partnership no longer has an interest in this Local Limited Partnership.

As previously reported, in February 1997, due to concerns about the Property's long-term viability, the Managing General Partner consummated a transfer of 50% of the Partnership's interest in capital and profits of BK Apartments, located in Jamestowne, North Dakota, to the Local General Partner. The Property generated its final year of Tax Credits in 2001, and the Partnership retained its full share of the Property's Tax Credits through such time period. The Local General Partner subsequently transferred its general partner interest to a new, nonprofit general partner. The Managing General Partner exercised its right to put the Partnership's remaining interest to the new Local General Partner, effective February 24, 2006. This transfer resulted in 2006 taxable income of $107,397, or $1.58 per Unit. The Compliance Period expired on December 31, 2005. The Partnership no longer has an interest in this Local Limited Partnership.

As previously reported, Carolina Woods, located in Greensboro, North Carolina, experienced decreasing levels of occupancy since early 2003. The Local General Partner replaced its own management agent affiliate with a third party local management agent that, in an effort to increase occupancy, evicted several tenants for non-payment. Throughout the three-month period ended December 31, 2005 occupancy was 92%. Although revenues, debt service coverage and working capital levels remained favorable, the Property, due to high operating costs, continued to operate at a below breakeven level as of December 31, 2005. The Local General Partner had advanced funds as necessary to ensure the Property remain current on its debt service obligations. The Property's Compliance Period expired on December 31, 2004 and therefore posed minimal recapture risk to the Partnership. On March 22, 2006, Carolina Woods was sold, causing the Partnership's disposition of its interest in this Local Limited Partnership. As expected, the Property's sales price was insufficient to produce any net proceeds to the Partnership. This sale resulted in a 2006 taxable loss of $358,616, or $5.27 per Unit. The Partnership no longer has an interest in this Local Limited Partnership.

As previously reported, Lakeside Square, located in Chicago, Illinois, enjoyed very strong operations for a number of years. In 2003, the Local General Partner requested approval for a refinancing of the Property. In return for the Partnership's approval, the Managing General Partner obtained a put option to transfer the Partnership's interest at any time after December 31, 2005, the end of the Property's Compliance Period, for $300,000. As part of the agreement, the Local General Partner received a call option to be exercised any time after December 31, 2005. The Partnership received Sale or Refinancing Proceeds, as defined in the Local Limited Partnership Agreement, of $4,922,665 from the refinancing, which closed on August 31, 2004. The Managing General Partner, in accordance with and as permitted by the Partnership Agreement, retained the entire amount of net proceeds in Reserves. Effective January 2, 2006, the Managing General Partner exercised its put option on this Local Limited Partnership, receiving $304,020 in return for its interest in this Local Limited Partnership. The Managing General Partner, in accordance with and as permitted by the Partnership Agreement, retained the entire amount of net proceeds from this sale in Reserves. This transfer resulted in 2006 taxable income of $1,221,251, or $17.95 per Unit. The Partnership no longer has an interest in this Local Limited Partnership.

The Partnership's interest in the Local Limited Partnership that owns Mayfair Mansions, located in Washington, DC, was terminated upon the July 2006 sale of the Property to an unaffiliated entity. The Partnership received net sales proceeds of $12,794,835, or $188.04 per Unit, resulting in taxable income of $17,236,598, or $253.32 per Unit. The Managing General Partner

A-7

believed that the Partnership had a claim of up to an additional $1,500,000 of sale proceeds under the terms of the partnership agreement and investment documents for this Local Limited Partnership. The Local General Partners disputed that at least a portion of this amount is due. On behalf of the Partnership, the Managing General Partner retained counsel and filed suit in the Superior Court of the District of Columbia (Civil Action No. 0006755-06) seeking a declaratory judgment and damages. The Local General Partners filed counter-claims and disputed the Partnership's claims. On January 10, 2007, representatives of the Managing General Partner and the Local General Partners reached a settlement during court-ordered mediation with regard to all of the above referenced legal claims.

The settlement requires an additional distribution to the Partnership in the amount of approximately $1,050,000, or $15.23 per Unit. This payment is anticipated to be received in the first quarter of the fiscal year ending March 31, 2008, upon the receipt by the Local Limited Partnership of all outstanding amounts due from the sale of the Property including lender held escrows and reserves. All pending legal matters were subsequently dismissed with prejudice. The Partnership no longer has an interest in this Local Limited Partnership.

The Managing General Partner anticipated the termination of the Partnership's interest in the Local Limited Partnership that owned Oakview Square, located in Chesterfield, Michigan upon the sale of the Property. The sale of this Property, resulting in net proceeds to the Partnership of $75,000, or $2.20 per Unit, occurred on February 28, 2007, effectively terminating the Partnership's interest in this Local Limited Partnership; the proceeds are expected to be paid to the Partnership during the first quarter of fiscal year 2008. This sale will result in 2007 taxable income projected to be approximately $794,000, or $11.67 per Unit. The Partnership will no longer have an interest in this Local Limited Partnership upon receipt of sale proceeds.

As previously reported, the Managing General Partner negotiated an agreement to transfer the Local General Partner interest in West Pine, located in Findlay, Pennsylvania, to an affiliate of the Allegheny County Housing Authority ("ACHA"), contingent upon receiving approval from the U.S. Department of Housing and Urban Development ("HUD"). HUD approval was received, and the Local General Partner interest was transferred on October 17, 2003. In addition, the ACHA had informed the Managing General Partner of its interest in acquiring the Partnership's interest in the Local Limited Partnership, pending their assumption of the Local General Partner interest. Concurrent with the replacement of the Local General Partner, another ACHA affiliate acquired 30% of the Partnership's limited partner interest in the Local Limited Partnership. As part of this transaction, the Partnership acquired a put option for the remaining 70% exercisable for $1 anytime after the expiration of the Compliance Period on December 31, 2006. West Pine generated its final year of Tax Credits in 2001. The Managing General Partner has begun exploring explore an exit strategy that may result in a 2007 disposal of the Partnership's interest in the Local Limited Partnership.

As previously reported, although occupancy levels at 46th and Vincennes, located in Chicago, Illinois, improved to acceptable levels throughout the three-month period ending December 31, 2006, increases in utility costs and bad debt expense have resulted in unfavorable debt service coverage while working capital levels remain well below appropriate levels as of December 31, 2006. A site visit by the Managing General Partner in October 2006 found the Property in need of some capital improvements. Although advances from the Local General Partner have enabled the Property to remain current on its loan obligations, the Managing General Partner believes that the Local General Partner and its affiliated management company are not adequately performing their responsibilities with respect to the Property. The Managing General Partner has expressed these concerns to the Local General Partner and will continue to closely monitor the Property's operations. Based on the results of a recent market valuation the Managing General Partner will most likely enter into a put agreement, pending the U.S. Department of Housing and Urban Development's approval of a Transfer of Physical Assets Application, and subsequently transfer the Partnership's interest in the Local Limited Partnership during 2007. The Property's Compliance Period ended on December 31, 2005.

In connection with the Settlement Agreement described in the "Legal Proceedings" section above, the Partnership has granted options, subject to various conditions, to sell its interests in Prince Street Towers, L.P., located in Lancaster, PA, Sencit Towne House L.P., located in Shillington, PA, Allentown Towne House, L.P., located in Allentown, PA, Brookscrossing Apartments, L.P., located in Atlanta, GA, and Leawood Associates, L.P., located in Leawood, KS, for a price of $13,300,000 specified in the Settlement Agreement.

In accordance with the terms of the previously mentioned Settlement Agreement, the Managing General Partner anticipates that the Partnership's interest in the Local Limited Partnership that owns Leawood Manor, located in Leawood, Kansas, will be terminated upon the sale of the Property in July 2007. This sale is expected to result in net proceeds to the Partnership, via two installments of approximately $4,200,000 each or approximately $8,400,000 total, of $123 per Unit. This sale would result in taxable income projected to also be approximately $8,400,000, or $123 per Unit.

A-8

Inflation and Other Economic Factors

Inflation had no material impact on the operations or financial condition of the Partnership for the years ended March 31, 2007 and 2006.

Since most of the Properties benefit from some sort of government assistance, the Partnership is subject to the risks inherent in that area including decreased subsidies, difficulties in finding suitable tenants and obtaining permission for rent increases. In addition, any Tax Credits allocated to investors with respect to a Property are subject to recapture to the extent that the Property or any portion thereof ceases to qualify for Tax Credits.

Certain Properties in which the Partnership has invested are located in areas suffering from poor economic conditions. Such conditions could have an adverse effect on the rent or occupancy levels at such Properties. Nevertheless, the Managing General Partner believes that the generally high demand for below-market rate housing will tend to negate such factors. However, no assurance can be given in this regard.

BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. IV

(A Limited Partnership)

BALANCE SHEET

March 31, 2007

Assets
Cash	$	15,869,238
Investment securities, at fair value (Note 3)		499,530
Investments in Local Limited Partnerships (Note 4)		3,434,396
Accounts receivable (Note 4)		1,125,000
Other assets		6,332
		---------------
Total Assets	$	20,934,496
		---------------
Liabilities and Partners' Equity
Due to affiliate (Note 5)	$	20,593
Accrued expenses		76,740
		---------------
Total Liabilities		97,333
		---------------
General, Initial and Investor Limited Partners' Equity		20,837,411
Net unrealized losses on investment securities		-248
		---------------
Total Partners' Equity		20,837,163
		---------------
Total Liabilities and Partners’ Equity	$	20,934,496
		---------------

A-9

BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. IV

(A Limited Partnership)

STATEMENTS OF OPERATIONS

For the Years Ended March 31, 2007 and 2006


Revenue:		2007		2006

Investment	$	347,589	$	157,940
Other		43,100		117,968
		-----------		--------
Total Revenue		390,689		275,908
		-----------		--------
Expense:
Asset management fees, affiliate (Note 5)		100,952		130,421
Provision for (recovery of) valuation allowance on advances to
Local Limited Partnerships (Note 4)		(118,248)		261,049
Provision for valuation allowance on investments in Local Limited
Partnerships (Note 4)		250,000		1,270,000
General and administrative (includes reimbursements to an affiliate
in the amount of $77,349 and $115,879 in 2007 and 2006,
respectively)		1,103,804		783,533
Amortization		27,336		28,498
		-----------		---------
Total Expense		1,363,844		2,473,501
		----------		---------
Loss before equity in losses of Local Limited Partnerships and gain
on sale of investments in Local Limited Partnerships		(973,155)		(2,197,593)

Equity in losses of Local Limited Partnerships (Note 4)		(388,242)		(318,903)
Gain on sale of investments in Local Limited Partnerships (Note 4)		13,919,835		292,483
		-----------		------------
Net Income (Loss)	$	12,558,438	$	(2,224,013)
				------------
Net Income (Loss) allocated:
General Partners	$	716,668	$	(22,240)
Limited Partners		11,841,770		(2,201,773)
		-----------		-----------
	$	12,558,438	$	(2,224,013)
Net Income (Loss) per Limited Partner Unit		-----------		-----------
(68,043 Units)	$	174.03	$	(32.36)
		-----------		--------

A-10

BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. IV

(A Limited Partnership)

STATEMENTS OF CASH FLOWS

For the Years Ended March 31, 2007 and 2006

		2007		2006
Cash flows from operating activities:

Net Income (Loss)	$	12,558,438	$	(2,224,013)
Adjustments to reconcile net income (loss) to net
cash used for operating activities:
Equity in losses of Local Limited Partnerships		388,242		318,903
Gain on sale of investments in Local Limited Partnerships		(13,919,835)		(292,483)
Provision for valuation (recovery of) allowance on advances
to Local Limited Partnerships		(118,248)		261,049
Provision for valuation allowance on investments in Local
Limited Partnerships		250,000		1,270,000
Amortization		27,336		28,498
Cash distributions included in net income or loss		(35,000)		(117,349)
Other non cash item		(8,892)		(12,526)
Increase (decrease) in cash arising from changes
in operating assets and liabilities:
Other assets		12,701		(18,679)
Due to affiliate		(106,196)		92,248
Accrued expenses		(31,175)		78,440
		-----------		-----------
Net cash used for operating activities		(982,629)		(615,912)
		-----------		-----------
Cash flows from investing activities:
Purchases of investment securities		--		(2,728,360)
Proceeds from maturities of investment securities		1,750,000		500,000
Advances to Local Limited Partnerships		(81,752)		(261,049)
Reimbursement of advances to Local Limited Partnerships		200,000		--
Cash distributions received from Local Limited Partnerships		290,582		213,050
Proceeds received from sale of investments in Local
Limited Partnerships		13,919,835		314,270
Accounts receivable from sale of investments in Local
Limited Partnerships		(1,111,000)		(14,000)
		-----------		-----------
Net cash provided by (used for) investing activities		14,967,665		(1,976,089)
		-----------		-----------
Net increase (decrease) in cash and cash equivalents		13,985,036		(2,592,001)
		-----------		-----------
Cash and cash equivalents, beginning		1,884,202		4,476,203

Cash and cash equivalents, ending	$	15,869,238	$	1,884,202

A-11

The Letter of Transmittal, and any other required documents should be sent or delivered by each Unit Holder or his broker, dealer, commercial bank, trust company or other nominee to the Purchaser at its address set forth below.

Questions and requests for assistance may be directed to the Purchaser at its address and telephone number listed below. Additional copies of this Offer to Purchase, the Letter of Transmittal, and other tender offer materials may be obtained from the Purchaser as set forth below, and will be furnished promptly at the Purchaser’s expense.

Anise, L.L.C.

December 21, 2007

Anise, L.L.C.

1001 Walnut

Kansas City, Missouri 64106

(816) 877-0892

Facsimile: (816) 221-1829

EX-99.2 3 exh99_2.htm EXHIBIT 99.2 - AGREEMENT OF TRANSFER exh99_2.htm

EX-99.2 (a)(1)(ii)

AGREEMENT OF TRANSFER AND LETTER OF TRANSMITTAL

for Units of

BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. IV

for $200 per Unit

Subject to and effective upon the Purchaser's acceptance for payment, the undersigned (the "Seller") hereby sells, assigns, transfers and delivers, and irrevocably directs any custodian or trustee to sell, assign, transfer and deliver ("Transfer") to Anise, L.L.C., a Missouri limited liability company (the "Purchaser"), all of the Seller's right, title and interest in such Seller's units of limited partnership interest ("Units") of BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. IV, a Massachusetts limited partnership (the "Partnership"), at the cash purchase price of $200 per Unit, without interest, less the amount of Distributions (as defined in the Offer to Purchase) per Unit, if any, made to Seller by the Partnership after the date of the Offer to Purchase, and less any transfer fees imposed by the Partnership for each transfer ($10 per Unit, with a $100 minimum fee and a $250 maximum fee), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated December 21, 2007, as it may be supplemented or amended (the "Offer to Purchase") and this Agreement of Transfer and Letter of Transmittal, as it may be supplemented or amended (the "Letter of Transmittal," which together with the Offer to Purchase, constitutes the "Offer").

Such Transfer shall include, without limitation, all rights in, and claims to, any Partnership profits and losses, cash distributions, legal claims, settlements and awards, voting or proxy rights and other benefits of any nature whatsoever distributable or allocable to Seller's tendered Units, and all certificates evidencing the same, and Seller agrees immediately to endorse and deliver to Purchaser all distribution checks received from the Partnership after the date upon which the Purchaser purchases Units tendered pursuant to the Offer.

As of the effective date of this Agreement, Seller hereby irrevocably constitutes and appoints the Purchaser as the true and lawful agent and attorney-in-fact of the Seller with respect to all tendered Units, with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest), to vote, to grant proxies and exercise consent rights, inspect Partnership books and records, change the address of record of tendered Units prior to or after completion of the Transfer, or act in such manner as any such attorney-in-fact shall, in its discretion, deem proper with respect to such Units, to deliver such Units and transfer ownership of such Units on the Partnership's books maintained by the General Partner of the Partnership, together with all accompanying evidences of transfer and authenticity to, or upon the order of, the Purchaser, to execute and deliver in the name and on behalf of Seller any and all instruments or documents the Partnership or its General Partner may request in order to complete the Transfer (including without limitation any additional agreement of transfer, representation and warranty, indemnity, confirmation of intention to sell Units, or other forms required by the Partnership or its General Partner), to immediately revoke and withdraw all prior tenders of Units, to direct any custodian or trustee holding record title to the Units to do any of the foregoing, including the execution and delivery of a copy of this Letter of Transmittal, and upon payment by the Purchaser of the purchase price, to receive all benefits and cash distributions, endorse Partnership checks payable to Seller and otherwise exercise all rights of beneficial ownership of such Units. The Purchaser shall not be required to post bond of any nature in connection with this power of attorney. Seller understands that the Purchaser intends to use this power of attorney to vote for the removal of the current general partners and the appointment of Everest Housing Management, LP as the Partnership’s replacement general partner.

Seller hereby represents and warrants to the Purchaser that Seller owns all Units tendered pursuant to the Offer. Seller further hereby represents and warrants to Purchaser that Seller has full power and authority to validly sell, assign, transfer and deliver such Units to the Purchaser, and that when any such Units are accepted for payment by the Purchaser, the Purchaser will acquire good and marketable title thereto, free and clear of all claims, options, restrictions, charges, encumbrances or other interests. If the undersigned is signing on behalf of an entity, the undersigned declares that he has authority to sign this document on behalf of such entity.

The undersigned recognizes that under certain circumstances set forth in the Offer to Purchase (including proration), the Purchaser may not be required to accept for payment any or all of the Units tendered hereby. In such event, the undersigned understands that this Letter of Transmittal will be effective to Transfer only those Units accepted for payment by the Purchaser and any Letter of Transmittal for Units not accepted for payment may be destroyed by the Purchaser.

All authority herein conferred or agreed to be conferred shall survive the death or incapacity or liquidation of Seller and any obligations of the Seller shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned. Upon request, Seller will execute and deliver, and irrevocably directs any custodian to execute and deliver, any additional documents deemed by the Purchaser to be necessary or desirable to complete the assignment, transfer and purchase of such Units.

Seller hereby certifies, under penalties of perjury, that (1) the number shown below on this form as Seller's Taxpayer Identification Number is correct and (2) Seller is not subject to backup withholding either because Seller is exempt from backup withholding, has not been notified by the Internal Revenue Service (the "IRS") that Seller is subject to backup withholding as a result of a failure to report all interest or dividends, or the IRS has notified Seller that Seller is no longer subject to backup withholding. Seller hereby also certifies, under penalties of perjury, that Seller, if an individual, is not a nonresident alien for purposes of U.S. income taxation, and if not an individual, is not a foreign corporation, foreign partnership, foreign trust, or foreign estate (as those terms are defined in the Internal Revenue Code and Income Tax Regulations). Seller understands that this certification may be disclosed to the IRS by the Purchaser and that any false statements contained herein could be punished by fine or imprisonment.

Upon completion and recording of the Transfer, the Purchaser accepts all of the terms and conditions of the Partnership Agreement, as amended. The Seller requests that the Purchaser become a substitute limited partner of the Partnership. The Seller also hereby separately instructs the Partnership and its General Partner to immediately change the address of Seller's account to the Purchaser's address. Seller agrees that the Partnership and its General Partner shall have no liability to Seller for immediately making the address change or for transferring the Units under this Letter of Transmittal.

All questions as to the validity, form, eligibility (including time of receipt) and acceptance of a Letter of Transmittal will be determined by the Purchaser, and such determinations will be final and binding. The Purchaser's interpretation of the terms and conditions of the Offer (including this Letter of Transmittal) will also be final and binding. The Purchaser will have the right to waive any defects or conditions as to the manner of tendering. Any defects in connection with tenders, unless waived, must be cured within such time as the Purchaser will determine. This Letter of Transmittal will not be valid until all defects have been cured or waived.

This Letter of Transmittal shall be deemed to have been made in the State of Missouri and the validity, construction, interpretation, and enforcement hereof, and the rights of the parties hereto, including but not limited to the rights of the Purchaser of the Units, shall be determined under, governed by, construed in accordance with internal laws of the State of Missouri, without regard to principles of conflicts of law. Any litigation with respect to these Units shall be filed in a court which sits in Kansas City, Missouri or at the option of the Purchaser of these Units in any other forum in which the Purchaser initiates proceedings and has jurisdiction over the subject matter and the parties in controversy. The Seller hereby waives any right it may have to assert the doctrine of forum non conveniens or to object to venue and the Seller stipulates that any forum located in Kansas City, Missouri, or any other forum selected by the Purchaser, shall have in personam jurisdiction and venue over the Seller for purposes of such litigation. Service of process sufficient for personal jurisdiction in any action against the Seller may be made by registered or certified mail, return receipt requested.


Specify Number of Unites Tendered; Indicate “ALL” if Number is Not Available		Social Security or Taxpayer ID Number(s)



Phone Number / Fax or E-mail		IRA Custodian / Account No. / Phone (if applicable)



Signature of Owner		Place Medallion Guarantee Stamp Here



Print Name / Date



Signature of Co-Owner (if applicable)		Place Medallion Guarantee Stamp Here



Print Name / Date



Signature of IRA Custodian (if applicable)		Place Medallion Guarantee Stamp Here



Print Name / Date

NOTE: All signatures on this Letter of Transmittal must be guaranteed by a member from a registered national securities exchange, a member of the National Association of Securities Dealers, Inc. or a commercial bank, savings bank, credit union, savings and loan association or trust company having an office, branch or agency in the United States, which is a participant in the Security Transfer Agent Medallion Program.

____________________________________

Forward the completed Letter of Transmittal and

original Partnership Certificate(s) (if available) to:

Anise, L.L.C.

1001 Walnut

Kansas City, Missouri 64106

(816) 877-0892

Re: BOSTON FINANCIAL QUALIFIED

HOUSING TAX CREDITS L.P. IV

_____________________________________

Instructions To Complete Agreement Of Transfer

TO SELL YOUR UNITS, PLEASE DO THE FOLLOWING:

1. Sign the Agreement (and obtain Medallion Guarantee), print your name and the date.

2. Provide your social security number.

3. If you are selling less than all your Units, indicate the number you wish to sell.

4. Be sure to enter your telephone number.

5. If the Units are held in an IRA, enter the name of the custodian, your account number, and the phone number of the custodian.

6. Send the Agreement in the envelope provided.

ADDITIONALLY...

IF YOU OWN THE UNITS JOINTLY WITH ANOTHER INDIVIDUAL:

Please have both owners sign the Agreement (and obtain Medallion Guarantees).

IF THE OWNER OR A CO-OWNER IS DECEASED:

Please enclose (a) certified copy of the Death Certificate and (b) a Letter Testamentary or Will showing your beneficial ownership or executor capacity.

IF YOU OWN THE UNITS IN YOUR IRA:

Please provide your IRA account number. This information will be used solely by your custodian to make certain that the purchase proceeds are properly deposited in your account.

IF THE UNITS ARE OWNED IN A TRUST, PROFIT SHARING, OR PENSION PLAN:

Attach the first page, signature pages, and the section of the Trust Agreement showing that the signer has the authority to sign the Agreement on behalf of the Trust or Plan (and obtain Medallion Guarantee).

IF THE UNITS ARE OWNED IN A CORPORATION, PARTNERSHIP OR LIMITED LIABILITY COMPANY:

Attach an original resolution showing that the signer has the authority to sign the Agreement on behalf of the corporation, partnership or LLC.

Anise, L.L.C., 1001 Walnut, Kansas City, Missouri 64106

(816) 877-0892

EX-99.3 4 exh99_3.htm EXHIBIT 99.3 - LETTER TO UNIT HOLDERS exh99_3.htm

EXHIBIT 99.3 (a)(1)(iii)

ANISE,L.L.C.

1001 Walnut, Kansas City, MO 64106 ~ (816) 877-0892

To Holders Of Units Of Boston Financial Qualified Housing Tax Credits L.P. IV

Re: Offer to Purchase Units for $200 Per Unit

Dear Unit Holder:

Enclosed is an Offer To Purchase up to 6,800 units (“Units”) of limited partnership interests in Boston Financial Qualified Housing Tax Credits L.P. IV (the “Partnership”) at a cash purchase price of $200 per Unit, without interest, less the amount of distributions made to you after the date of the Offer and less any transfer fees imposed by the Partnership for each transfer, which the Partnership advises us are $10 per Unit (with a $100 minimum fee and a $250 maximum fee). This letter is first being sent to you on or about December 21, 2007.

Please consider the following points, which are discussed in greater detail in the accompanying Offer to Purchase:

·	The price offered for the Units is $200 in CASH, less any Distributions made after the date of this Offer and any transfer fees charged by the Partnership.

OBTAIN THE GENERAL PARTNER'S BEST ESTIMATE OF LIQUIDATION VALUE NOW WITHOUT HAVING TO WAIT SEVERAL YEARS FOR LIQUIDATION TO OCCUR. The General Partner estimates that the liquidation of the Partnership's remaining properties would result in a pretax liquidation distribution of cash to the Unit Holders of up to $200.00 per Unit. However, the General Partner provided little support for its estimate and there is no assurance when or if the Partnership will be liquidated. WE ARE OFFERING YOU $200.00 NOW WITHOUT HAVING TO WAIT FOR THE GENERAL PARTNER TO LIQUIDATE THE PARTNERSHIP’S ASSETS.

The Offer to Purchase is higher than the last highest secondary market trade of Units Anise is aware of taking into account the Partnership’s recent $226 per Unit distribution. The Offer also allows Unit Holders to dispose of their Units without incurring the sales commissions (that may be up to 10% with a minimum of $150-$200) associated with sales arranged through brokers or other intermediaries.

·	Tax credits have expired. The Partnership has indicated that there are no more tax credits remaining.

Accelerated Loss. According to the General Partner, if the Partnership sells its remaining interests in properties in a way that results in a distribution of $200 per Unit, the General Partner estimates that the tax benefits per Unit upon liquidation of the Partnership would be ordinary losses of $409.20 and offsetting capital gains of $64.83. Applying a combined tax rate of 36% to the ordinary losses amount and a combined tax rate of 20% to the capital gains amount results in a net estimated tax benefit of $134.34 per Unit. This amount plus the $200 assumed distribution results in a total value $334.34.

Sale of all your Units will not result in the loss of tax credits previously taken. Unit Holders who sell all of their Units will also eliminate the need to file Form K-1 information for the Partnership with their federal tax returns for years after the Partnership's confirmation of the transfer of Units.

The Purchaser currently owns 3,802.5 Units, representing approximately 5.6% of the outstanding Units. The Purchaser, together with other affiliates and group members, as detailed in the Offer to Purchase, own 16,895 Units in the aggregate, representing 24.8% of the outstanding Units. The Purchaser currently intends to vote any

Units tendered to remove the Partnership's current general partners and elect a successor general partner. Everest Housing Investors 2, LP (“EHI2”) has filed with the SEC a consent solicitation statement in connection with a consent solicitation (the "Consent Solicitation Statement") to solicit votes to remove the Partnership's current general partners and to elect Everest Housing Management, LLC, a California limited liability company as the successor general partner.

Unit Holders of the Partnership may read the Consent Solicitation Statement and other proxy materials as they become available at no charge on the SEC's web site at http://www.sec.gov.

We urge you to read the Offer to Purchase completely and to return your completed Agreement of Transfer and Letter of Transmittal promptly (blue form) in the envelope provided.

The Offer is scheduled to expire on January 25, 2008. For answers to any questions you might have regarding these materials or our Offer, or assistance in the procedures for accepting our Offer and tendering your Units, please contact us at (816) 877-0892.

December 21, 2007 Very truly yours,

Anise, L.L.C.

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