RELATED PARTY TRANSACTIONS

9 Months Ended

Dec. 31, 2011

Notes to Financial Statements

RELATED PARTY TRANSACTIONS

NOTE 3 - RELATED PARTY TRANSACTIONS

Under the terms of the Partnership Agreement, the Partnership has paid or is obligated to the General Partner or its affiliates for the following items:

(a)   An annual asset management fee equal to the greater amount of (i) $2,000 for each apartment complex, or (ii) 0.275% of gross proceeds.  In either case, the fee will be decreased or increased annually based on changes to the Consumer Price Index.  However, in no event will the maximum amount exceed 0.2% of the Invested Assets of the Partnership, as defined.  “Invested Assets” means the sum of the Partnership’s investment in Local Limited Partnership interests and the Partnership’s allocable share of mortgage loans on and other debt related to the Housing Complexes owned by such Local Limited Partnerships. Asset management fees of $28,950 and $32,175 were incurred during the nine months ended December 31, 2011 and 2010, respectively. The Partnership paid the General Partner and its affiliates $36,688 and $0 of those fees during the nine months ended December 31, 2011 and 2010, respectively.

(b)   Subordinated Disposition Fee.  A subordinated disposition fee is an amount equal to 1% of the sales price of real estate sold.  Payment of this fee is subordinated to the Limited Partners receiving a preferred return of 16% through December 31, 2003 and 6% thereafter (as defined in the Partnership Agreement) and is payable only if the General Partner or its affiliates render services in the sales effort.  No such fees were earned during the periods presented.

(c)   The Partnership reimburses the General Partner or its affiliates for operating expenses incurred by the Partnership and paid for by the General Partner or its affiliates on behalf of the Partnership. Operating expense reimbursements were $102,945 and $21,000 during the nine months ended December 31, 2011 and 2010, respectively.

The accrued fees and expenses due to the General Partner and affiliates consist of the following at:

	December 31, 2011		March 31,  2011
Expenses paid by the General Partner or affiliates on behalf of the Partnership	$	25,844	$	2,120
Due to affiliate		-		165,000
Asset management fee payable		528,646		536,384
Total	$	554,490	$	703,504

The General Partner and/or its affiliates do not anticipate that these accrued fees will be paid until such time as capital reserves are in excess of future foreseeable working capital requirements of the Partnership.