o General definition

o General disenchantment with real estate investments and with long-term investments in limited partnerships because of, among other things, their illiquidity. o The Offer may be attractive to certain BACs holders who wish in the future to avoid the continued additional expense, delay and complication in filing income tax returns which result from the ownership of BACs. o The Offer provides BACs holders with the opportunity to liquidate their BACs and to reinvest the proceeds in other investments should they desire to do so. o The Purchaser believes that the BACs represent an attractive investment at the Purchase Price based upon, in part, the expected remaining Tax Credits and tax losses. There can be no assurance, however, that this judgment is correct. Therefore, ownership of BACs will remain a speculative investment.