10QSB 1 tcpq304.txt TCPQ304 February 12, 2004 Securities and Exchange Commission 450 Fifth Street, NW Washington, DC 20549 Re: Boston Financial Tax Credit Fund Plus, A Limited Partnership Report on Form 10-QSB for the Quarter Ended December 31, 2003 File Number 0-22104 Dear Sir/Madam: Pursuant to the requirements of Section 15(d) of the Securities Exchange Act of 1934, filed herewith is one copy of subject report. Very truly yours, /s/Stephen Guilmette Stephen Guilmette Assistant Controller TCP-Q3.DOC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB (Mark One) [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2003 --------------------------------------- OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 0-22104 Boston Financial Tax Credit Fund Plus, A Limited Partnership --------------------------------------------------------------- (Exact name of registrant as specified in its charter) Massachusetts 04-3105699 ----------------------------------------------- -------------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 101 Arch Street, Boston, Massachusetts 02110-1106 ---------------------------------------------- ----------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (617) 439-3911 ----------------- Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No . BOSTON FINANCIAL TAX CREDIT FUND PLUS, (A Limited Partnership) TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION Page No. ------------------------------ -------- Item 1. Financial Statements Balance Sheet (Unaudited) - December 31, 2003 1 Statements of Operations (Unaudited) - For the Three and Nine Months Ended December 31, 2003 and 2002 2 Statement of Changes in Partners' Equity (Deficiency) (Unaudited) - For the Nine Months Ended December 31, 2003 3 Statements of Cash Flows (Unaudited) - For the Nine Months Ended December 31, 2003 and 2002 4 Notes to the Financial Statements (Unaudited) 5 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 7 Item 3. Controls and Procedures 11 PART II - OTHER INFORMATION Items 1-6 12 SIGNATURE 13
BOSTON FINANCIAL TAX CREDIT FUND PLUS, (A Limited Partnership) BALANCE SHEET December 31, 2003 (Unaudited)
Assets Cash and cash equivalents $ 688,928 Marketable securities, at fair value 102,317 Investments in Local Limited Partnerships (Note 1) 6,490,768 Other investments (Note 2) 2,236,360 Due from affiliate 29,562 Other assets 2,018 ------------- Total Assets $ 9,549,953 ============== Liabilities and Partners' Equity Accrued expenses $ 26,688 ------------- Total Liabilities 26,688 ------------- General, Initial and Investor Limited Partners' Equity 9,522,773 Net unrealized gains on marketable securities 492 ------------- Total Partners' Equity 9,523,265 ------------- Total Liabilities and Partners' Equity $ 9,549,953 ============= The accompanying notes are an integral part of these financial statements.
BOSTON FINANCIAL TAX CREDIT FUND PLUS, (A Limited Partnership) STATEMENTS OF OPERATIONS For the Three and Nine Months Ended December 31, 2003 and 2002 (Unaudited)
Three Months Ended Nine Months Ended December 31, December 31, December 31, December 31, 2003 2002 2003 2002 ------------- ------------- ------------ -------------- Revenue: Investment $ 4,259 $ 5,270 $ 10,829 $ 19,405 Accretion of Original Issue Discount (Note 2) 43,210 39,989 126,696 117,251 Recovery of provision for valuation of advances to Local Limited Partnerships - - - 14,295 Other 39,692 2,292 117,588 10,213 ------------- ------------- ------------ -------------- Total Revenue 87,161 47,551 255,113 161,164 ------------- ------------- ------------ -------------- Expenses: Asset management fees, affiliate 43,302 42,045 131,706 126,133 Provision for valuation of advances to Local Limited Partnerships - - 29,688 - Provision for valuation of investments in Local Limited Partnerships 254,348 - 254,348 - General and administrative (includes reimbursements to an affiliate in the in the amounts of $141,287 and $191,956 in 2003 and 2002, respectively) 72,846 56,287 211,206 279,609 Amortization 3,372 4,853 12,397 14,558 ------------- ------------- ------------ -------------- Total Expenses 373,868 103,185 639,345 420,300 ------------- ------------- ------------ -------------- Loss before equity in losses of Local Limited Partnerships (286,707) (55,634) (384,232) (259,136) Equity in losses of Local Limited Partnerships (Note 1) (6,198) (159,255) (242,630) (473,752) ------------- ------------- ------------ -------------- Net Loss $ (292,905) $ (214,889) $ (626,862) $ (732,888) ============= ============= ============ ============== Net Loss allocated: General Partners $ (3,362) $ (2,548) $ (7,536) $ (8,501) Class A Limited Partners (311,457) (236,181) (698,277) (787,773) Class B Limited Partners 21,914 23,840 78,951 63,386 ------------- ------------- ------------ -------------- $ (292,905) $ (214,889) $ (626,862) $ (732,888) ========== ============= ============= ============ Net Income (Loss) per Limited Partner Unit: Class A Unit (34,643 Units) $ (8.99) $ (6.82) $ (20.16) $ (22.74) ============= ============= ============ ============== Class B Unit (3,290 Units) $ 6.66 $ 7.25 $ 24.00 $ 19.27 ============= ============= ============ ==============
The accompanying notes are an integral part of these financial statements. BOSTON FINANCIAL TAX CREDIT FUND PLUS, (A Limited Partnership) STATEMENT OF CHANGES IN PARTNERS' EQUITY (DEFICIENCY) For the Nine Months Ended December 31, 2003 (Unaudited)
Investor Investor Initial Limited Limited Net General Limited Partners, Partners, Unrealized Partners Partner Class A Class B Gains Totals ------------- -------- --------- ---------- ------- --------------- Balance at March 31, 2003 $ (236,496) $ 5,000 $ 7,743,131 $ 2,638,000 $ 6,510 $ 10,156,145 ----------- --------- ------------ ------------ ----------- --------------= Comprehensive Income (Loss): Change in net unrealized gains on marketable securities available for sale - - - - (6,018) (6,018) Net Income (Loss) (7,536) - (698,277) 78,951 - (626,862) ----------- --------- ------------ ------------ ----------- -------------- Comprehensive Income (Loss) (7,536) - (698,277) 78,951 (6,018) (632,880) ----------- --------- ------------ ------------ ----------- -------------- Balance at December 31, 2003 $ (244,032) $ 5,000 $ 7,044,854 $ 2,716,951 $ 492 $ 9,523,265 =========== ========= ============ ============ ============ ============== The accompanying notes are an integral part of these financial statements.
BOSTON FINANCIAL TAX CREDIT FUND PLUS, (A Limited Partnership) STATEMENTS OF CASH FLOWS For the Nine Months Ended December 31, 2003 and 2002 (Unaudited)
2003 2002 ------------- ------------- Net cash used for operating activities $ (627,142) $ (113,943) Net cash provided by investing activities 1,142,860 475,826 ------------- ------------- - Net increase in cash and cash equivalents 515,718 361,883 Cash and cash equivalents, beginning 173,210 139,448 ------------- ------------- Cash and cash equivalents, ending $ 688,928 $ 501,331 ============= =============
The accompanying notes are an integral part of these financial statements. BOSTON FINANCIAL TAX CREDIT FUND PLUS, (A Limited Partnership) NOTES TO THE FINANCIAL STATEMENTS (Unaudited) The unaudited financial statements presented herein have been prepared in accordance with the instructions to Form 10-QSB and do not include all of the information and note disclosures required by accounting principles generally accepted in the United States of America. These statements should be read in conjunction with the financial statements and notes thereto included with the Fund's Form 10-KSB for the year ended March 31, 2003. In the opinion of the Managing General Partner, these financial statements include all adjustments, consisting only of normal recurring adjustments, necessary to present fairly the Fund's financial position and results of operations. The results of operations for the periods may not be indicative of the results to be expected for the year. The Managing General Partner of the Fund has elected to report results of the Local Limited Partnerships in which the Fund has a limited partnership interest on a 90-day lag basis because the Local Limited Partnerships report their results on a calendar year basis. Accordingly, the financial information about the Local Limited Partnerships that is included in the accompanying financial statements is as of September 30, 2003 and 2002. 1. Investments in Local Limited Partnerships The Fund has limited partnership interests in twenty-four Local Limited Partnerships which were organized for the purpose of owning and operating multi-family housing complexes, all of which are government-assisted. Upon dissolution of the Local Limited Partnerships, proceeds will be distributed according to the respective Local Limited Partnership agreements. The following is a summary of investments in Local Limited Partnerships at December 31, 2003:
Capital contributions and advances paid to Local Limited Partnerships and purchase price paid to withdrawing partners of Local Limited Partnerships $ 26,345,310 Cumulative equity in losses of Local Limited Partnerships (excluding cumulative unrecognized losses of $2,429,880) (14,720,238) Cumulative cash distributions received from Local Limited Partnerships (3,314,280) ------------- Investments in Local Limited Partnerships before adjustments 8,310,792 Excess investment cost over the underlying assets acquired: Acquisition fees and expenses 1,097,216 Cumulative amortization of acquisition fees and expenses (280,090) ------------- Investments in Local Limited Partnerships before reserve for valuation 9,127,918 Reserve for valuation of investments in Local Limited Partnerships (2,637,150) ------------- Investments in Local Limited Partnerships $ 6,490,768 =============
For the nine months ended December 31, 2003, the Fund advanced $29,688 to one of the Local Limited Partnerships, all of which was reserved. The Fund has recorded a reserve for valuation for its investments in certain Local Limited Partnerships in order to appropriately reflect the estimated net realizable value of these investments. BOSTON FINANCIAL TAX CREDIT FUND PLUS, (A Limited Partnership) NOTES TO THE FINANCIAL STATEMENTS (continued) (Unaudited) 1. Investments in Local Limited Partnerships (continued) The Fund's share of the net losses of the Local Limited Partnerships for the nine months ended December 31, 2003 is $711,001. For the nine months ended December 31, 2003, the Fund has not recognized $468,371 of equity in losses relating to certain Local Limited Partnerships in which cumulative equity in losses and cumulative distributions have exceeded its total investments in these Local Limited Partnerships. 2. Other Investments Other investments consists of the aggregate cost of the Treasury STRIPS purchased by the Fund for the benefit of the Class B Limited Partners. The amortized cost at December 31, 2003 is composed of the following:
Aggregate cost of Treasury STRIPS $ 918,397 Accumulated accretion of Original Issue Discount 1,317,963 ------------- $ 2,236,360
The fair value of these securities at December 31, 2003 is $2,783,021. Maturity dates for the STRIPS range from February 15, 2007 to May 15, 2010 with a final maturity value of $3,290,000. BOSTON FINANCIAL TAX CREDIT FUND PLUS, (A Limited Partnership) MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Certain matters discussed herein constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The Fund intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements and is including this statement for purposes of complying with these safe harbor provisions. Although the Fund believes the forward-looking statements are based on reasonable assumptions, the Fund can give no assurance that its expectations will be attained. Actual results and timing of certain events could differ materially from those projected in or contemplated by the forward-looking statements due to a number of factors, including, without limitation, general economic and real estate conditions and interest rates. Accounting Policies The Fund's accounting policies include those that relate to its recognition of investments in Local Limited Partnerships using the equity method of accounting. The Fund's policy is as follows: The Fund accounts for its investments in Local Limited Partnerships using the equity method of accounting because the Fund does not have control over the major operating and financial policies of the Local Limited Partnerships in which it invests. Under the equity method, the investment is carried at cost, adjusted for the Fund's share of net income or loss and for cash distributions from the Local Limited Partnerships; equity in income or loss of the Local Limited Partnerships is included currently in the Fund's operations. Under the equity method, a Local Limited Partnership investment will not be carried below zero. To the extent that equity in losses are incurred when the Fund's carrying value of the respective Local Limited Partnership has been reduced to a zero balance, the losses will be suspended and offset against future income. Income from Fund investments where cumulative equity in losses plus cumulative distributions have exceeded the total investment in Local Limited Partnerships will not be recorded until all of the related unrecorded losses have been offset. To the extent that a Local Limited Partnership with a carrying value of zero distributes cash to the Fund, that distribution is recorded as income on the books of the Fund and is included in "Other Revenue" in the accompanying financial statements. The Fund has implemented policies and practices for assessing potential impairment of its investments in Local Limited Partnerships. Real estate experts analyze the investments to determine if impairment indicators exist. If so, the carrying value is compared to the undiscounted future cash flows expected to be derived from the asset. If a significant impairment in carrying value exists, a provision to write down the asset to fair value will be recorded in the Fund's financial statements. Liquidity and Capital Resources At December 31, 2003, the Fund had cash and cash equivalents of $688,928 as compared with $173,210 at March 31, 2003. The increase is primarily attributable to cash distributions received from Local Limited Partnerships and maturities of marketable securities, partially offset by cash used for operating activities and advances made to one Local Limited Partnership. The Managing General Partner initially designated 4% of the Adjusted Gross Proceeds (which generally means Gross Proceeds minus the amounts committed to the acquisition of Treasury STRIPS) as Reserves as defined in the Partnership Agreement. The Reserves were established to be used for working capital of the Fund and contingencies related to the ownership of Local Limited Partnership interests. The Managing General Partner may increase or decrease such Reserves from time to time, as it deems appropriate. At December 31, 2003, $791,245 of cash, cash equivalents and marketable securities has been designated as Reserves. To date, professional fees relating to various Property issues totaling approximately $441,000 have been paid from Reserves. In the event a Local Limited Partnership encounters operating difficulties requiring additional funds, the Fund's management might deem it in its best interest to voluntarily provide such funds in order to protect its investment. As of December 31, 2003, the Fund has advanced approximately $261,000 to Local Limited Partnerships to fund operating deficits. BOSTON FINANCIAL TAX CREDIT FUND PLUS, (A Limited Partnership) MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued) Liquidity and Capital Resources (continued) The Managing General Partner believes that the investment income earned on the Reserves, along with cash distributions received from Local Limited Partnerships, to the extent available, will be sufficient to fund the Fund's on-going operations. Reserves may be used to fund operating deficits, if the Managing General Partner deems funding appropriate. If Reserves are not adequate to cover the Fund's operations, the Fund will seek other financing sources including, but not limited to, the deferral of Asset Management Fees paid to an affiliate of the Managing General Partner or working with Local Limited Partnerships to increase cash distributions. Since the Fund invests as a limited partner, the Fund has no contractual duty to provide additional funds to Local Limited Partnerships beyond its specified investment. Thus, as of December 31, 2003, the Fund had no contractual or other obligation to any Local Limited Partnership which had not been paid or provided for. Cash Distributions No cash distributions were made during the nine months ended December 31, 2003. Results of Operations Three Month Period For the three months ended December 31, 2003, the Fund's operations resulted in a net loss of $292,905 as compared to a net loss of $214,889 for the same period in 2002. The increase in net loss is primarily attributable to the current year provision for valuation of investments in Local Limited Partnerships that was recorded to reflect the estimated net realizable value decline of certain investments. This was partially offset by a decrease in equity in losses of Local Limited Partnerships due to an increase in unrecognized losses by the Fund for Local Limited Partnerships with carrying values of zero. Nine Month Period For the nine months ended December 31, 2003, the Fund's operations resulted in a net loss of $626,862 as compared to a net loss of $732,888 for the same period in 2002. The decrease in net loss in primarily attributable to a decrease in equity in losses of Local Limited Partnerships, as well as an increase in other revenue. These effects were partially offset by an increase in provision for valuation of investments in Local Limited Partnerships. The decrease in equity in losses of Local Limited Partnerships is primarily due to an increase in unrecognized losses by the Fund for Local Limited Partnerships with carrying values of zero. The increase in other revenue is primarily attributable to an increase in distributions from Local Limited Partnerships with carrying values of zero. The increase in provision for valuation of Local Limited Partnerships is the result of the Fund recording a reserve for valuation for its investments in certain Local Limited Partnerships in order to appropriately reflect the estimated net realizable value decline of these investments. BOSTON FINANCIAL TAX CREDIT FUND PLUS, (A Limited Partnership) MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued) Portfolio Update The Fund's investment portfolio consists of limited partnership interests in twenty-four Local Limited Partnerships, each of which owns and operates a multi-family apartment complex and each of which has generated Tax Credits. Since inception, the Fund has generated Tax Credits, net of recapture, of approximately $1,386 per Class A Unit, with approximately $56 and $24 of Tax Credits expected to be generated during 2003 and 2004, respectively. Class B Unit investors have received Tax Credits, net of recapture, of $998 per Limited Partner Unit, with approximately $41 and $18 of Tax Credits expected to be generated during 2003 and 2004, respectively. Properties that receive low income housing Tax Credits must remain in compliance with rent restriction and set-aside requirements for at least 15 years from the date the property is completed (the "Compliance Period"). Failure to do so would result in the recapture of a portion of the property's Tax Credits. Between 2006 and continuing through 2010, the Compliance Period of the twenty-four Properties in which the Fund has an interest will expire. The Managing General Partner has negotiated agreements that will ultimately dispose of the Fund's interest in four Local Limited Partnerships. It is unlikely that the disposition of any of these Local Limited Partnership interests will generate any material cash distributions to the Fund. The Managing General Partner will continue to closely monitor the operations of the Properties during the Compliance Period and will formulate disposition strategies with respect to the Fund's remaining Local Limited Partnership interests. It is unlikely that the Managing General Partner's efforts will result in the Fund disposing of all of its remaining Local Limited Partnership interests concurrently with the expiration of each Property's Compliance Period. The Fund shall dissolve and its affairs shall be wound up upon the disposition of the final Local Limited Partnership interest and other assets of the Fund. Investors will continue to be Limited Partners, receiving K-1s and quarterly and annual reports, until the Fund is dissolved. Property Discussions A majority of the Properties in which the Fund has an interest have stabilized operations and operate above breakeven. A few Properties generate cash flow deficits that the Local General Partners of those Properties fund through project expense loans, subordinated loans or operating escrows. However, some Properties have had persistent operating difficulties that could either: i) have an adverse impact on the Fund's liquidity; ii) result in their foreclosure; or iii) result in the Managing General Partner deeming it appropriate for the Fund to dispose of its interest in the Local Limited Partnership prior to the expiration of the Compliance Period. Also, the Managing General Partner, in the normal course of the Fund'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, although the neighborhood in which 45th & Vincennes (Chicago, Illinois) is located has improved in the last few years, potential tenants are reluctant to occupy the Property due to its location and curb appeal. As a result, maintaining occupancy, and therefore revenues, continues to be an issue and debt service coverage and working capital are below appropriate levels. A site visit by the Managing General Partner found the Property in need of some minor improvements but in overall fair condition. Even though 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. As previously reported, due to concerns over the long-term financial health of Primrose, Phoenix Housing and Sycamore, located in Grand Forks, North Dakota, Moorhead, Minnesota and Sioux Falls, South Dakota, respectively, the Managing General Partner developed a plan that will ultimately result in the transfer of the Fund's BOSTON FINANCIAL TAX CREDIT FUND PLUS, (A Limited Partnership) MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued) Property Discussions (continued) interest in each Local Limited Partnership. All three Local Limited Partnerships have the same Local General Partner. In 1997, in an effort to reduce possible future risk, the Managing General Partner consummated the transfer of 50% of the Fund's interest in capital and profits in the three Local Limited Partnerships to an affiliate of the Local General Partner. Effective June 17, 1999, the Local General Partner transferred both its general partner interest and 48.5% of its interest in capital and profits in the three Local Limited Partnerships to a non-affiliated, non-profit general partner. Effective August 31, 2000, the former Local General Partner withdrew its remaining interest in each of the Local Limited Partnerships. The Managing General Partner had the right to transfer the Fund's remaining interests after September 1, 2001. As previously reported, with regard to Sycamore and Primrose, the Fund will retain its full share of Tax Credits until such time as the remaining interest is put to the Local General Partner. In addition, the Local General Partner has the right to call the remaining interest subsequent to the Compliance Period expiring on December 31, 2003. With regard to Phoenix Housing, the Fund approved the admission of an additional limited partner to the Local Limited Partnership effective February 1, 2000. As a result, the Fund's interest in the Local Limited Partnership was diluted to an immaterial amount. Because of its diluted interest in the Local Limited Partnership, the Fund will not receive a material amount of the Property's Tax Credits subsequent to February 1, 2000. Instead, the Fund will receive cash from the Local Limited Partnership in the approximate amount of the Property's Tax Credits that it would have received had its interest in the Property not been diluted. As previously reported, as a result of concerns regarding the then existing operating deficits and capital requirements of Findley Place, located in Minneapolis, Minnesota, the Managing General Partner developed a plan that will ultimately result in the transfer of the Fund's interest in the Local Limited Partnership. On March 1, 2000, the Managing General Partner consummated the transfer of 1% of the Fund's interest in losses, 48.5% of its interest in profits and 30% of its capital account to the Local General Partner. The Managing General Partner has the right to put the Fund's remaining interest to the Local General Partner any time after one year from the March 1, 2000 effective date. In addition, the Local General Partner has the right to call the remaining interest after the Compliance Period has expired, which will occur on December 31, 2004. Currently, the Property is experiencing stabilized operations. Other Development During the period ended December 31, 2003, Lend Lease Real Estate Investments, Inc. sold its interest in, and association with, the General Partner and its affiliated business unit, Housing and Community Investing ("HCI"), to Municipal Mortgage and Equity, LLC ("Muni Mae"). Muni Mae is in the business of originating, servicing and investing in multi-family housing. HCI will be combined with Muni Mae's Midland subsidiary to operate under the name MMA Financial. BOSTON FINANCIAL TAX CREDIT FUND PLUS, (A Limited Partnership) CONTROLS AND PROCEDURES Controls and Procedures Based on the Fund's evaluation as of the end of the period covered by this report, the Fund's director has concluded that the Fund's disclosure controls and procedures are effective to ensure that information required to be disclosed in the reports that the Fund files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms. There have been no significant changes in the Fund's internal controls or in other factors that could significantly affect those controls subsequent to the date of their evaluation. BOSTON FINANCIAL TAX CREDIT FUND PLUS, (A Limited Partnership) PART II OTHER INFORMATION Items 1-5 Not applicable Item 6 Exhibits and reports on Form 8-K (a) Exhibits 31.1 Certification of Jenny Netzer pursuant to section 302 of the Sarbanes-Oxley Act of 2002 32.1 Certification of Jenny Netzer pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (b) Reports on Form 8-K - No reports on Form 8-K were filed during the quarter ended December 31, 2003 BOSTON FINANCIAL TAX CREDIT FUND PLUS, (A Limited Partnership) SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. DATED: February 12, 2004 BOSTON FINANCIAL TAX CREDIT FUND PLUS, A LIMITED PARTNERSHIP By: Arch Street VIII, Inc., its Managing General Partner /s/Jenny Netzer Jenny Netzer Executive Vice President MMA Financial, LLC