NOTE 2 – Related Party Transactions

An affiliate of the General Partner, Independence SLP L.P., had a 0.01% interest as a special limited partner in each of the subsidiary partnerships. An affiliate of the General Partner also had a minority interest in certain local partnerships.

A)Other Related Party Expenses

The costs incurred to related parties for the three and six months ended September 30, 2017 and 2016 were as follows:


	Three Months Ended				Six Months Ended
	September 30,				September 30,
	2017		2016		2017		2016

Partnership management fees (a)	$	—	$	16,750	$	8,901	$	33,500
Expense reimbursement (b)		20,471		24,968		35,471		31,288
Total general and administrative - General Partner	$	20,471	$	41,718	$	44,372	$	64,788

The cost incurred to related parties from discontinued operations for the three and six months ended September 30, 2017 and 2016 were as follows:



	Three Months Ended				Six Months Ended
	September 30,				September 30,
	2017		2016		2017		2016
Local administrative fee (c)	$	—	$	1,250	$	—	$	2,500

Total general and administrative-General Partner		—		1,250		—		2,500

Property management fees incurred to affiliates of the subsidiary partnerships' general partners		—		13,871		13,248		27,897

Total general and administrative-related parties	$	—	$	15,121	$	13,248	$	30,397

(a)

The General Partner is entitled to receive a partnership management fee, after payment of all Partnership expenses, which together with the annual local administrative fees will not exceed a maximum of 0.05% per annum of invested assets (as defined in the Partnership Agreement), for administering the affairs of the Partnership. Subject to the foregoing limitation, the partnership management fee will be determined by the General Partner in its sole discretion based upon its review of the Partnership’s investments. Unpaid partnership management fees for any year will be accrued without interest and will be payable from working capital reserves or to the extent of available funds after the Partnership has made distributions to the limited partners of sale or refinancing proceeds equal to their original capital contributions plus a 10% priority return thereon (to the extent not theretofore paid out of cash flow). Partnership management fees owed to the General Partner amounting to approximately $1,850,000 and $1,842,000 were accrued and unpaid as of September 30, 2017 and March 31, 2017, respectively, and are included in the line item Due to general partner and affiliates in the accompanying condensed consolidated balance sheets. Current year partnership management fees may be paid out of operating reserves or refinancing and sales proceeds. As such, the General Partner cannot demand payment of the deferred fees except as noted above.

(b)

The Partnership reimburses the General Partner and its affiliates for actual Partnership operating expenses incurred by the General Partner and its affiliates on the Partnership’s behalf. The amount of reimbursement from the Partnership is limited by the provisions of the Partnership Agreement. Another affiliate of the General Partner performs asset monitoring for the Partnership. These services include site visits and evaluations of the subsidiary partnerships’ performance. Expense reimbursements and asset monitoring fees owed to the General Partner and its affiliates amounting to approximately $72,000 and $37,000 were accrued and unpaid as of September 30, 2017 and March 31, 2017, respectively. The General Partner does not intend to demand payment of the deferred payables beyond the Partnership’s ability to pay them. The Partnership anticipates that these will be paid, if at all, from working capital reserves.

(c)

Independence SLP L.P., a special limited partner of the subsidiary partnerships, is entitled to receive a local administrative fee of up to $5,000 per year from each subsidiary partnership. As of September 30, 2017 and March 31, 2017, the subsidiary partnerships owed approximately $0 and $100,000, respectively, of these fees to Independence SLP L.P. These fees have been deferred in certain cases and the Partnership anticipates that they will be paid, if at all, from working capital reserves or future sales proceeds. On May 15, 2017, the Partnership sold its last remaining investment and $95,000 of these fees were paid out of sale proceeds.

As of September 30, 2017 and March 31, 2017, the Partnership owed approximately $349 and $0, respectively, to the General Partner for expenses paid on its behalf.

B)Due to Local General Partners and Affiliates

Due to local general partners and affiliates from discontinued operations at September 30, 2017 and March 31, 2017, which are reported as a component of other liabilities held for sale in the accompanying condensed consolidated balance sheet, consists of the following:


	September 30,		March 31,
	2017		2017

Construction costs payable	$	—	$	120,000
Management and other operating advances		—		4,703
	$	—	$	124,703