Partnership Profits and Losses, and Distributions

12 Months Ended

Dec. 31, 2012

Partners' Capital Notes [Abstract]

Partnership Profits and Losses, and Distributions

PARTNERSHIP PROFITS AND LOSSES, AND DISTRIBUTIONS

All profits and losses are allocated 97% to the limited partners and 3% to the General Partners.  The net proceeds resulting from the liquidation of the Partnership or the Partnership's share of the net proceeds from any sale or refinancing of the Local Partnerships or their rental properties which are not reinvested shall be distributed and applied as follows:

(i) to the payment of debts and liabilities of the Partnership (including all expenses of the Partnership incident to the sale or refinancing) other than loans or other debts and liabilities of the Partnership to any partner or any affiliate; such debts and liabilities, in the case of a non-liquidating distribution, to be only those which are then required to be paid or, in the judgment of the Managing General Partner, required to be provided for;

(ii) to the establishment of any reserves which the Managing General Partner deems reasonably necessary for contingent, unmatured or unforeseen liabilities or obligations of the Partnership;

(iii) to the limited partners in the amount of their capital contributions without deduction for prior cash distributions other than prior distributions of proceeds from any sale or refinancing;

(iv) to the repayment of any unrepaid loans theretofore made by any partner or any affiliate to the Partnership for Partnership obligations and to the payment of any unpaid amounts owing to the General Partners pursuant to the Partnership Agreement;

(v) to the General Partners in the amount of their capital contributions;

(vi) thereafter, for their services to the Partnership, in equal shares to certain general partners (or their designees), whether or not any is then a general partner, an aggregate fee of one percent of the gross proceeds resulting from (A) such sale (if the proceeds are from a sale rather than a refinancing) and (B) any prior sales from which such one percent fee was not paid to the General Partners or their designees; and,

(vii) the remainder, 15% to the General Partner (or their assignees) and 85% to the limited partners (or their assignees). Fees payable to certain general partners (or their designees) under (vi) above, together with all other property disposition fees and any other commissions or fees payable upon the sale of apartment properties, shall not in the aggregate exceed the lesser of the competitive rate or six percent of the sales price of the apartment properties.

Pursuant to the Partnership Agreement, all cash available for distribution, as defined, shall be distributed, not less frequently than annually,97% to the limited partners and 3% to the General Partners, after payment of the Management Fee (see Note 3), as specified in the Partnership Agreement.  On July 26, 2010, the Partnership paid a cash distribution of $742,000 ($30 per Unit) to the Limited Partners who were holders of record as of July 1, 2010. There was no distributions paid in 2012 or 2011. However, a distribution was recommended and approved in December 2012 of $5,939,280 ($240 per Unit). The distribution was paid subsequent to December 31, 2012.

As defined in the Partnership Agreement, after the payment of the distributions described in the previous paragraph, after the establishment of any reserves deemed necessary by the Managing General Partner and after payment of the Management Fee, the Partnership had no remaining cash available for distribution for the years ended December 31, 2012 and 2011.  The Managing General Partner currently intends to retain all of the Partnership's remaining undistributed cash for operating cash reserves.